Offer for Tribal Group plc

Ellucian

05 October 2023

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

5 October 2023

RECOMMENDED CASH OFFER

for

Tribal Group plc

by

Tiger Bidco 1 Ltd

(a newly formed company indirectly owned by Ellucian Company L.P.)

to be implemented by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

Summary

·    The boards of directors of Tiger Bidco 1 Ltd ("Bidco") and Tribal Group plc ("Tribal") are pleased to announce that they have reached agreement on the terms and conditions of a recommended all cash offer by Bidco for the entire issued, and to be issued, ordinary share capital of Tribal. It is intended that the Acquisition will be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the 2006 Act.

·    Under the terms of the Acquisition, each Tribal Shareholder will be entitled to receive:

for each Tribal Share: 74 pence in cash

·    The Acquisition price per Tribal Share represents a premium of approximately:

·    69.61 per cent. to the volume-weighted average price of 43.63 pence per Tribal Share for the three-month period ended 5 October 2023 (as at close of the AIM market operated by the London Stock Exchange on the date of this announcement);

·    80.37 per cent. to the volume-weighted average price of 41.03 pence per Tribal Share for the six-month period ended 5 October 2023 (as at close of the AIM market operated by the London Stock Exchange on the date of this announcement); and

·    41.49 per cent. to the Closing Price of 52.30 pence per Tribal Share on 5 October 2023 (as at close of the AIM market operated by the London Stock Exchange on the date of this announcement).

·    The Acquisition values Tribal's entire issued, and to be issued, ordinary share capital at approximately £159,465,707 on a fully diluted basis and implies an enterprise value of £172,345,707. 

·    If the Acquisition does not become Effective on or before 31 December 2023, Ellucian and Tribal have agreed that Tribal shall be entitled to announce, declare and pay a one-off dividend of up to 0.65 pence per Tribal Share to Tribal Shareholders with no reduction in the consideration payable under the terms of the Acquisition (the "Permitted Dividend").

·    If, on or after the date of this announcement and prior to the Acquisition becoming Effective, any dividend and/or other distribution and/or other return of capital or value is announced, declared, made or paid or becomes payable in respect of the Tribal Shares (other than the Permitted Dividend), Bidco reserves the right to reduce the consideration payable under the terms of the Acquisition for the Tribal Shares by an amount up to the aggregate amount of such dividend and/or distribution and/or other return of capital or value, in which case any reference in this announcement to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme or the Acquisition. In such circumstances, Tribal Shareholders would be entitled to retain any such dividend, distribution and/or other return of capital or value.

·    The Acquisition is subject to the satisfaction or, where applicable, waiver of the Conditions. The Conditions include, amongst others:

·    the CMA has, as at the date on which all other Conditions (with the exception of sanction of the Scheme by the Court pursuant to Condition 2.3(i)) are satisfied or waived, responded in writing to a briefing paper that it has no further questions in relation to the Acquisition (and has not opened an inquiry or indicated in writing that it is still investigating whether to open an enquiry) or, if a Phase 1 merger investigation has been opened, issued a decision not to make a Phase 2 CMA Reference (or the applicable time period for the CMA to issue such a decision has expired without it having done so and without it having made a Phase 2 CMA Reference) or issued a decision to accept undertakings in lieu under Section 73 EA 2002 which are satisfactory to Bidco and Tribal; and

·    the ACCC has, as at the date on which all other Conditions (with the exception of sanction of the Scheme by the Court pursuant to Condition 2.3(i)) are satisfied or waived, notified Bidco in writing that it does not propose to conduct a public review in respect of the Acquisition or given notice in writing stating or stating to the effect that it does not propose to intervene or seek to prevent the Acquisition whether on an unconditional basis or conditional on the ACCC's acceptance of undertakings which are satisfactory to Bidco and Tribal.

Recommendation

·    The Tribal Directors, who have been so advised by William Blair as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice, William Blair has taken into account the commercial assessments of the Tribal Directors. William Blair is providing independent financial advice to the Tribal Directors for the purposes of Rule 3 of the Takeover Code.

·    Accordingly, the Tribal Directors intend to recommend unanimously that Tribal Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting as the Tribal Directors who hold Tribal Shares have irrevocably undertaken to do in respect of their own beneficial holdings totalling 8,349,464 Tribal Shares (representing approximately 3.93 per cent. of the existing issued ordinary share capital of Tribal) as at close of the AIM market operated by the London Stock Exchange on the date of this announcement. Further details of these undertakings, including the circumstances in which they cease to be binding, are set out in Appendix 3 to this announcement.

Background to and reasons for the Acquisition

·    Ellucian believes that the Acquisition of Tribal offers an exciting opportunity for Ellucian to combine with an attractive enterprise resource planning ("ERP") and customer relationship management ("CRM") software and services provider to tertiary education institutions and will deliver benefits to Ellucian's and Tribal's customers and employees. The Acquisition enables Ellucian to pursue its core strategy of investing in attractive markets, with Tribal providing access to the large and important UK and South East Asian educational markets. Tribal's platform is also designed around the academic model and education system of the UK, providing competitive advantage across several international geographies.

·    Ellucian recognises the progress Tribal has taken over the years on its journey to transform and develop from an on-premises business into a cloud business and views this as an opportunity to acquire a diverse and attractive suite of software and services across complementary geographies, which will expand the options available to both Ellucian and Tribal's customer base. Ellucian believes that the research and development efforts of the combined business will lead to enhanced product innovation and a broader set of modern technology solutions for its customers, and that together the businesses would provide improved product and support services to both sets of customers.

·    Ellucian believes that Tribal's strategy to deliver tertiary education institutions and public bodies with modern solutions and tools they need to succeed aligns well with Ellucian's strategy to become an innovative global tertiary education technology solutions provider and a combination between Ellucian and Tribal would be highly complementary. The combination is expected to create a sophisticated international provider of innovative technologies which enables institutions to deliver an exceptional student experience while servicing a broad range of educational institutions across the major North American and European markets as well as the rest of the world.

·    Ellucian intends to enhance Tribal's platform capabilities with modern solutions and deeper functionality whilst continuing to support existing solutions. As part of a larger privately held company, Ellucian expects Tribal to accelerate its transformation and deliver more value to its customers. Ellucian can leverage its extensive global network, resources, and experience to help management, employees and the company achieve its potential.

·    In summary, Ellucian believes that Tribal is a business in clear alignment with Ellucian's strategy, purpose and values, and the Acquisition is an exciting opportunity to expand and enhance the solutions and services offered to the tertiary education community.

Background to and reasons for the recommendation

·    The Tribal Directors remain confident in the standalone prospects of Tribal and are pleased with the substantive progress made over the last few years across its strategic priorities. The strong delivery against strategic and operational initiatives has seen Tribal deliver robust financial and operational performance in recent years, growth in its customer base and continued innovation and enhancement of its product offering. The demand from tertiary education institutions for migrating ERP and CRM solutions to the cloud continues to grow, and Tribal is well-positioned and effective at delivering these solutions to its customer base while maintaining strong net retention levels. In FY22, Annual Recurring Revenue ("ARR") relating to the Tribal Group's core products grew by 10%, and revenue from its Cloud and Edge offerings grew by 29%. As a result, the Tribal Directors are confident in the future prospects of Tribal to continue to grow and deliver value to all stakeholders.

·    Whilst the Tribal Directors consider the standalone prospects for Tribal to be strong, there are clear and compelling benefits for the business presented by the Acquisition and the Tribal Directors have determined that the offer reflects a fair valuation for the business.

·    The combination of Ellucian and Tribal will create a sophisticated international provider of innovative technologies for tertiary education systems and public bodies, servicing a robust set of educational institutions across North America, Europe, South America, Asia, the Middle East and Africa. The benefits of the Acquisition are expected to include:

·    an enhanced platform providing modern solutions which will ensure that Tribal customers receive the benefit of broader and deeper functionality, and continued support for existing solutions;

·    improved product and support services in the UK, which will enhance the customer experience for both Tribal and Ellucian customers; and

·    strong employee base with in-demand skills that will enhance the product development efforts of the combined business.

·    In considering the Acquisition, the Tribal Directors have given due consideration to Ellucian's intentions in relation to management, employees and customers of the Tribal Group as set out in this announcement. 

·    The Tribal Directors recognise that, following the Acquisition becoming Effective, Ellucian will work with Tribal's senior management to undertake a detailed Evaluation (as defined below) to review Tribal's clients and products, roles and responsibilities of its employees, operating locations and management incentivisation arrangements. It welcomes Ellucian's intentions with respect to the future operations of the business and its employees as part of a larger business, as set out in this announcement, in particular Ellucian's confirmation that it does not have any intention of making material changes to the conditions of employment or to the balance of the skills and functions of Tribal's employees or management. The Tribal Directors acknowledge that, without prejudice to the foregoing, Ellucian intends to make certain non-material changes in order to align the terms and conditions of employment of Tribal's management and employees with those of Ellucian personnel, to the extent appropriate and permitted by applicable law, and that Ellucian intends to fully safeguard the existing statutory employment rights of all of Tribal's management and employees. 

·    The Tribal Directors acknowledge that, following the Evaluation, Ellucian may re-allocate certain employees across functions of the combined business and reduce headcount in certain overlapping functions. The Tribal Directors expect that this reallocation process and any headcount reductions that might occur will be carried out in accordance with applicable law.

·    The Tribal Directors are encouraged by Ellucian's recognition of Tribal's heritage and established, international client base and the value it attaches to Tribal's existing client relationships. It welcomes Ellucian's intentions with respect to maintaining support for Tribal's existing offering to its clients, in particular SITS, Callista, Ebs and Maytas, in addition to expanding the range of solutions and partner ecosystem available for Tribal clients.

·    The Tribal Directors believe that the Acquisition represents an opportunity which results in a positive outcome for all its stakeholders, including customers, employees and shareholders.

·    Accordingly, and having considered all of its strategic options in coming to its decision, the Tribal Directors intend to unanimously recommend the offer to Tribal Shareholders.

Irrevocable undertakings and letters of intent to vote in favour of the Acquisition

·    Bidco has received irrevocable undertakings from the Tribal Directors who hold Tribal Shares to vote in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer), in respect of, in aggregate, 8,349,464 Tribal Shares (representing approximately 3.93 per cent. of the existing issued ordinary share capital of Tribal) as at close of the AIM market operated by the London Stock Exchange on the date of this announcement. The undertakings will remain binding in the event that a higher competing offer for Tribal is made.

·    Bidco has also received irrevocable undertakings to vote in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer) from Oryx International Growth, LF Gresham House UK Smaller Companies Fund and Strategic Equity Capital plc in respect of 30,000,000 Tribal Shares in total (representing in aggregate approximately 14.14% per cent. of the existing issued ordinary share capital of Tribal) as at close of the AIM market operated by the London Stock Exchange on the date of this announcement.

·    In addition, Bidco has received non-binding, revocable letters of intent to vote in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer), in respect of, in aggregate, 57,895,619 Tribal Shares (representing approximately 27.28 per cent. of the existing issued ordinary share capital of Tribal) as at close of the AIM market operated by the London Stock Exchange on the date of this announcement.

·    In total therefore, Bidco has procured irrevocable undertakings and non-binding, revocable letters of intent to vote in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer), in respect of, in aggregate, 96,245,083 Tribal Shares (representing approximately 45.35% per cent. of the existing issued ordinary share capital of Tribal) as at close of the AIM market operated by the London Stock Exchange on the date of this announcement. Further details of these irrevocable undertakings (including the circumstances in which they cease to be binding) and letters of intent are set out in Appendix 3 to this announcement.

Information on Bidco, Ellucian, Blackstone and Vista

·    Bidco is a private limited company incorporated in England and Wales on 2 October 2023.  Bidco is a newly-formed vehicle indirectly owned by Ellucian Company L.P.. Bidco was formed for the purposes of the Acquisition and has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition.

·    Ellucian is a provider of modern, cloud-ready technology solutions and services serving the tertiary education community and is headquartered in the United States. From student recruitment to workforce analytics; from fundraising opportunities to alumni engagement; Ellucian's comprehensive suite of data-rich tools gives colleges and universities the information they need to achieve their goals efficiently and effectively, while also reducing risk. Working with a community of more than 2,900 customers in over 50 countries, Ellucian keeps innovating as tertiary education keeps evolving. Drawing on its comprehensive tertiary education business acumen and suite of services, Ellucian guides its customers through manageable, sustainable digital transformation - so that every type of institution and student can thrive in today's fast-changing landscape.

·    In 2021, the business was acquired by funds managed by Blackstone Inc. (NYSE: BX) ("Blackstone") and Vista Equity Partners Management, LLC ("Vista"). Blackstone and Vista invested in Ellucian through their respective long-term private equity strategies, which hold investments for longer periods than traditional private equity.

·    Blackstone is one of the world's leading investment firms. Blackstone seeks to create positive economic impact and long-term value for our investors, the companies we invest in, and the communities in which we work. Blackstone do this by using extraordinary people and flexible capital to help companies solve problems. Blackstone's $1.001 trillion in assets under management as of 30 June 2023 include investment vehicles focused on private equity, real estate, public debt and equity, life sciences, growth equity, opportunistic, non-investment grade credit, real assets and secondary funds, all on a global basis. Further information is available at www.blackstone.com.

·    Vista is a leading global investment firm with more than $100 billion in assets under management as of 30 June 2023. The firm invests in enterprise software, data and technology-enabled organizations across private equity, permanent capital, credit and public equity strategies, bringing an approach that prioritizes creating enduring market value for the benefit of its global ecosystem of investors, companies, customers and employees. Vista's investments are anchored by a sizable long-term capital base, experience in structuring technology-oriented transactions and proven, flexible management techniques that drive sustainable growth. Vista believes the transformative power of technology is key to an even better future - a healthier planet, a smarter economy, a diverse and inclusive community and a broader path to prosperity. Further information is available at www.vistaequitypartners.com.

Information on Tribal

·    Tribal is a leading provider of education software and services.

·    Its portfolio of on-premise and cloud-based software products includes Student Information Systems, which enables education institutions to manage the complete student lifecycle.

·    Tribal also provides a broad range of education services covering quality assurance, peer review, benchmarking and improvement and student surveys that provide the leading global benchmarks for student experience.

·    Working with tertiary education, schools, Government and State bodies, training providers and employers, in over 55 countries, Tribal's mission is to empower the world of education with products and services that underpin student success.

Timetable and conditions

·    It is intended that the Acquisition will be implemented by way of a court‑sanctioned scheme of arrangement under Part 26 of the 2006 Act (although Bidco reserves the right to effect the Acquisition by way of an Offer, subject to the consent of the Panel). 

·    The terms of the Acquisition will be put to Tribal Shareholders at the Court Meeting and the General Meeting. The Court Meeting and the General Meeting are required to enable Tribal Shareholders to consider and, if thought fit, vote in favour of the Scheme and the Resolutions to implement the Scheme. In order to become Effective, the Scheme must be approved by a majority in number of Tribal Shareholders, present and voting at the Court Meeting, whether in person or by proxy, representing 75 per cent. or more in value of the Scheme Shares voted. In addition, a special resolution implementing the Scheme must be passed by Tribal Shareholders representing at least 75 per cent. of votes cast at the General Meeting.

·    The Acquisition is subject to the satisfaction or, where applicable, waiver of the Conditions. The Conditions to the Acquisition are set out in full in Appendix 1 to this announcement along with certain other terms; the full terms and conditions will be provided in the Scheme Document. The Conditions include, amongst others:

(a)  the CMA has, as at the date on which all other Conditions (with the exception of sanction of the Scheme by the Court pursuant to Condition 2.3(i)) are satisfied or waived, responded in writing to a briefing paper that it has no further questions in relation to the Acquisition (and has not opened an inquiry or indicated in writing that it is still investigating whether to open an enquiry) or, if a Phase 1 merger investigation has been opened, issued a decision not to make a Phase 2 CMA Reference (or the applicable time period for the CMA to issue such a decision has expired without it having done so and without it having made a Phase 2 CMA Reference) or issued a decision to accept undertakings in lieu under Section 73 EA 2002 which are satisfactory to Bidco and Tribal (the "CMA Condition"); and

(b)  the ACCC has, as at the date on which all other Conditions (with the exception of sanction of the Scheme by the Court pursuant to Condition 2.3(i)) are satisfied or waived, notified Bidco in writing that it does not propose to conduct a public review in respect of the Acquisition or given notice in writing stating or stating to the effect that it does not propose to intervene or seek to prevent the Acquisition whether on an unconditional basis or conditional on the ACCC's acceptance of undertakings which are satisfactory to Bidco and Tribal (the "ACCC Condition"); and

(c)  the Secretary of State having approved the Acquisition pursuant to the NSI Act either by: (i) giving a final notification confirming that no further action will be taken in relation to the Acquisition under the NSI Act; or (ii) making a final order permitting the Acquisition to proceed either unconditionally or subject to remedies or requirements satisfactory to Bidco and Tribal, and such order not having been revoked or varied as at the date on which all other Conditions (with the exception of sanction of the Scheme by the Court pursuant to Condition 2.3(i)) are satisfied or waived (the "NSI Condition").

·    In the event that the CMA refers the Acquisition to a Phase 2 investigation and/or the ACCC publishes a Statement of Issues or in the event that remedies offered by Bidco which are satisfactory to both Bidco and Tribal, with the aim of avoiding such an outcome, are not accepted as sufficient by the CMA and or the ACCC, both Ellucian and Tribal jointly intend to seek the Panel's consent to allow Ellucian to invoke the CMA Condition and/or the ACCC Condition. In any event, if the CMA refers the Acquisition to a Phase 2 investigation and/or the ACCC publishes a Statement of Issues, Tribal intends to invoke the CMA Condition and/or the ACCC Condition unilaterally, whether with or without the support of Bidco, given Tribal considers the CMA Condition and the ACCC Condition to be material terms of the Acquisition from the perspective of the Tribal Shareholders and, accordingly, Tribal does not intend to implement the Scheme unless both the CMA Condition and the ACCC Condition have been satisfied.

·    It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and General Meeting, together with the associated forms of proxy, will be posted to Tribal Shareholders as soon as practicable and in any event within 28 days of this announcement (or such later time as Tribal, Bidco and the Panel agree) and the Meetings are expected to be held shortly thereafter. Subject to certain restrictions relating to persons resident in Restricted Jurisdictions, the Scheme Document will also be made available on Bidco's website at www.ellucian.com/investors/cash-offer and Tribal's website at www.tribalgroup.com/investors/offer.

·    The Acquisition is currently expected to complete during the fourth quarter of 2023, subject to the satisfaction or (where applicable) waiver of the Conditions. An expected timetable of key events relating to the Acquisition will be set out in the Scheme Document.

·    Commenting on this announcement, Richard Last, the Chairman of Tribal, said:

"Having served as Chairman of Tribal for eight years, I have been delighted to see the growth of our business and successful cloud transformation. On behalf of the Tribal Directors, I would like to thank the management team under the leadership of Mark Pickett and Diane McIntyre and our employees worldwide for making Tribal the company it is today, as reflected by the valuation within this offer. The Acquisition will create an enhanced platform which will leverage the strengths of both businesses across the complementary geographies in which Tribal and Ellucian operate for the benefit of our valued customers, enabling the provision of a broader set of solutions with deeper functionality in conjunction with improved product and support services. I believe that the combined group will also provide opportunities for our employees to play a significant role in delivering value for our customers".

·    Commenting on this announcement, Laura Ipsen, the President and Chief Executive Officer of Ellucian, said:

"The Acquisition of Tribal is a compelling opportunity to acquire a diverse and attractive suite of software and services across complementary geographies, creating a sophisticated international provider of innovative technologies, focused on enabling educational institutions to deliver an exceptional student experience. We believe the R&D capabilities of the combined business will lead to enhanced product innovation and look forward to working with the Tribal team to support Tribal's long-standing blue chip customer base in achieving their aspirations".

This summary should be read in conjunction with the following announcement and the Appendices. The conditions to, and certain further terms of, the Acquisition are set out in Appendix 1. The bases and sources for certain financial information contained in this announcement are set out in Appendix 2. Details of undertakings received by Bidco are set out in Appendix 3. Certain definitions and terms used in this announcement are set out in Appendix 4.

The person responsible for arranging release of this announcement on behalf of Tribal is Diane McIntyre, Company Secretary.

Enquiries

Ellucian Laura Ipsen, President and Chief Executive Officer Jeff Dinski, Chief Strategy & Corporate Development Officer Jim Bennett, Chief Legal Officer Lindsay Stanley, Senior Director, Communications	[phone]
BofA Securities (Lead Financial Adviser to Ellucian and Bidco) Geoff Iles David Lloyd Jack Williams Douglas Solomon	[phone]
Tribal             Richard Last, Chairman Mark Pickett, Chief Executive Officer Diane McIntyre, Chief Financial Officer	Enquiries via Alma PR
William Blair International, Limited (Lead Financial Adviser and Rule 3 Adviser to Tribal) Dominic Emery Hanan Lee Tanya Sazonova Henry Nicholls	[phone]
Investec Bank plc (Joint Financial Adviser, NOMAD and Joint Broker to Tribal) Virginia Bull Nick Prowting Carlo Spingardi Tom Brookhouse	[phone]
Singer Capital Markets Advisory LLP (Joint Broker to Tribal) Shaun Dobson Tom Salvesen Alex Bond	[phone]
Alma PR (PR Adviser to Tribal) Caroline Forde Hannah Campbell	[phone]

RBC Capital Markets, LLC is also acting as financial adviser to Ellucian and Bidco.

Kirkland & Ellis International LLP is acting as legal adviser to Ellucian and Bidco.

Axinn, Veltrop & Harkrider is also acting as legal adviser to Ellucian.

Taylor Wessing LLP is acting as legal adviser to Tribal.

Further information

Merrill Lynch International ("BofA Securities"), which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct Authority ("FCA") and the PRA in the United Kingdom, is acting exclusively for Ellucian and Bidco and for no one else in connection with the Acquisition and will not be responsible to anyone other than Ellucian and Bidco for providing the protections afforded to its clients or for providing advice in connection with the Acquisition. Neither BofA Securities, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of BofA Securities in connection with the Acquisition, this announcement, any statement contained herein or otherwise.

RBC Capital Markets, LLC (trading as "RBC Capital Markets"), is acting exclusively for Ellucian and Bidco and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Ellucian and Bidco for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

William Blair International, Limited ("William Blair"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Tribal and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Tribal for providing the protections afforded to the clients of William Blair, or for providing advice in connection with the subject matter of this announcement. Neither William Blair nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of William Blair in connection with the subject matter of this announcement, any statement contained herein or otherwise.

Investec Bank plc ("Investec"), which is authorised in the United Kingdom by the PRA and regulated in the UK by the FCA and the PRA, is acting exclusively for Tribal and no one else in connection with the subject matter of this announcements and shall not be responsible to anyone other than Tribal for providing the protections afforded to clients of Investec, nor for providing advice in connection with the Acquisition or any matter referred to herein. Neither Investec nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Investec in connection with the subject matter of this announcement, any statement contained herein or otherwise.

Singer Capital Markets Advisory LLP ("Singer Capital Markets"), which is authorised and regulated in the UK by the FCA, is acting exclusively for Tribal and no one else in connection with the subject matter of this announcements and shall not be responsible to anyone other than Tribal for providing the protections afforded to clients of Singer Capital Markets, nor for providing advice in connection with the Acquisition or any matter referred to herein. Neither Singer Capital Markets nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Singer Capital Markets in connection with the subject matter of this announcement, any statement contained herein or otherwise.

This announcement is for information purposes only and is not intended to, and does not, constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Tribal in any jurisdiction in contravention of applicable law. The Acquisition will be implemented solely pursuant to the terms of the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the offer document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the offer document).

This announcement does not constitute a prospectus, prospectus equivalent document or exempted document.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Overseas Shareholders

The release, publication or distribution of this announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves of, and observe, any applicable legal or regulatory requirements. Any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared in accordance with and for the purpose of complying with English law, the Takeover Code, the AIM Rules, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

The availability of the Acquisition to Tribal Shareholders who are not resident in and citizens of the UK may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to vote their Tribal Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders will be contained in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the offer document).

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including, without limitation, agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Further details in relation to Overseas Shareholders will be included in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the offer document).

Notice to U.S. Tribal Shareholders

The Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the U.S. Securities Exchange Act of 1934 (the "U.S. Exchange Act"). Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of the U.S. tender offer and proxy solicitation rules. The financial information included in this announcement has been prepared in accordance with generally accepted accounting principles of the United Kingdom and thus may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

If, in the future, Bidco exercises its right to implement the Acquisition by way of an Offer, which is to be made into the United States, such Offer will be made in compliance with the applicable U.S. laws and regulations.

It may be difficult for U.S. holders of Tribal Shares to enforce their rights and any claim arising out of the U.S. federal laws, since Bidco and Tribal are located in a non-U.S. jurisdiction, and some or all of their officers and directors may be residents of a non-U.S. jurisdiction. U.S. holders of Tribal Shares may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, Ellucian or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Tribal Shares outside of the U.S., other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the U.S. Exchange Act, BofA Securities will continue to act as an exempt principal trader in Tribal shares on the London Stock Exchange. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website, www.londonstockexchange.com.

U.S. Tribal Shareholders also should be aware that the transaction contemplated herein may have tax consequences in the U.S. and, that such consequences, if any, are not described herein. U.S. Tribal Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.

Forward-Looking Statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Bidco and Tribal contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco and Tribal about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on Bidco and Tribal (including their future prospects, developments and strategies), the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "prepares", "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "synergy", "strategy", "scheduled", "goal", "estimates", "forecasts", "cost-saving", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's, Tribal's, any member of the Bidco Group's or any member of the Tribal Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Bidco's, Tribal's, any member of the Bidco Group's or any member of the Tribal Group's business.

Although Bidco and Tribal believe that the expectations reflected in such forward-looking statements are reasonable, Bidco and Tribal can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; changes in the global political, economic, business and competitive environments and in market and regulatory forces; changes in future exchange and interest rates; changes in tax rates; future business combinations or disposals; changes in general economic and business conditions; changes in the behaviour of other market participants; changes in the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which Bidco and Tribal operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which Bidco and Tribal operate and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors. Neither Bidco nor Tribal, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place any reliance on these forward-looking statements. 

Specifically, statements of estimated cost savings and synergies related to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the Tribal Group, there may be additional changes to the Tribal Group's operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.

Other than in accordance with their legal or regulatory obligations, neither Bidco nor Tribal is under any obligation, and Bidco and Tribal expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Takeover Code applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement and the documents required to be published under Rule 26 of the Takeover Code will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Bidco's website at www.ellucian.com/investors/cash-offer and Tribal's website at www.tribalgroup.com/investors/offer by no later than 12 noon (London time) on the Business Day following this announcement. For the avoidance of doubt, neither the content of these websites nor of any website accessible from hyperlinks is incorporated by reference or forms part of this announcement.

No profit forecasts, estimates or quantified benefits statements

No statement in this announcement is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Tribal for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Tribal.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, Tribal Shareholders, persons with information rights and participants in Tribal Share Plans may request a hard copy of this announcement by contacting Tribal's registrars, Link Group, during business hours on 0371 664 0321 (or [phone] if calling from outside the UK)  or at Central Square, 29 Wellington Street, Leeds LS1 4DL.For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form. Calls made to Link Group are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. - 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales).  Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Electronic Communications

Please be aware that addresses, electronic addresses and certain other information provided by Tribal Shareholders, persons with information rights and other relevant persons for the receipt of communications from Tribal may be provided to Bidco during the offer period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.

General

If the Acquisition is effected by way of an Offer, and such an Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Bidco intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the 2006 Act so as to acquire compulsorily the remaining Tribal Shares in respect of which the Offer has not been accepted.

Investors should be aware that Bidco may purchase Tribal Shares otherwise than under any Offer or the Scheme, including pursuant to privately negotiated purchases.

Rule 2.9 of the Takeover Code

For the purposes of Rule 2.9 of the Takeover Code, Tribal confirms that, as at the date of this announcement, it had in issue 212,221,746 ordinary shares of 5 pence each. Tribal does not hold any ordinary shares in treasury. The ISIN for the ordinary shares is GB0030181522.

Disclaimer

The information contained herein does not constitute an offer to sell, nor a solicitation of an offer to buy, any security, and may not be used or relied upon in connection with any offer or solicitation. Any offer or solicitation in respect of Ellucian will be made only through a confidential private placement memorandum and related documents which will be furnished to qualified investors on a confidential basis in accordance with applicable laws and regulations. The information contained herein is not for publication or distribution to persons in the U.S. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold without registration thereunder or pursuant to an available exemption therefrom. Any offering of securities to be made in the U.S. would have to be made by means of an offering document that would be obtainable from the issuer or its agents and would contain detailed information about the issuer of the securities and its management, as well as financial information. The securities may not be offered or sold in the U.S. absent registration or an exemption from registration.

The Acquisition will be subject to English law, the jurisdiction of the Court, and the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the AIM Rules and the Registrar of Companies.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

5 October 2023

RECOMMENDED CASH OFFER

for

Tribal Group plc

by

Tiger Bidco 1 Ltd

(a newly formed company indirectly owned by Ellucian Company L.P.)

to be implemented by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

1          Introduction

The boards of directors of Bidco and Tribal are pleased to announce that they have reached agreement on the terms and conditions of a recommended all cash offer to be made by Bidco for the entire issued, and to be issued, ordinary share capital of Tribal.

It is intended that the Acquisition will be implemented by way of a court‑sanctioned scheme of arrangement under Part 26 of the 2006 Act (although Bidco reserves the right to effect the Acquisition by way of an Offer, subject to the consent of the Panel). The Conditions to the Acquisition are set out in full in Appendix 1 to this announcement.

2          The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in Appendix 1 to this announcement and the full terms and conditions to be set out in the Scheme Document, each Tribal Shareholder will be entitled to receive:

for each Tribal Share: 74 pence in cash

The Acquisition price per Tribal Share represents a premium of approximately:

·    69.61 per cent. to the volume-weighted average price of 43.63 pence per Tribal Share for the three-month period ended 5 October 2023 (as at close of the AIM market operated by the London Stock Exchange on the date of this announcement);

·    80.37 per cent. to the volume-weighted average price of 41.03 pence per Tribal Share for the six-month period ended 5 October 2023 (as at close of the AIM market operated by the London Stock Exchange on the date of this announcement); and

·    41.49 per cent. to the Closing Price of 52.30 pence per Tribal Share on 5 October 2023 (as at close of the AIM market operated by the London Stock Exchange on the date of this announcement).

The Acquisition values Tribal's entire issued, and to be issued, ordinary share capital at approximately £159,465,707 on a fully diluted basis and implies an enterprise value of £172,345,707. 

If the Acquisition does not become Effective on or before 31 December 2023, Ellucian and Tribal have agreed that Tribal shall be entitled to announce, declare and pay the Permitted Dividend with no reduction in the consideration payable under the terms of the Acquisition.

The Tribal Shares will be acquired pursuant to the Acquisition fully paid and free from all liens, charges, equities, encumbrances, rights of pre‑emption and any other interests of any nature whatsoever and together with all rights attaching thereto, including without limitation voting rights and the right to receive and retain in full all dividends and other distributions (if any) announced, declared, made or paid with a record date on or after the Scheme Record Time.

If, on or after the date of this announcement and prior to the Acquisition becoming Effective, any dividend and/or other distribution and/or other return of capital or value is announced, declared, made or paid or becomes payable in respect of the Tribal Shares (other than a Permitted Dividend), Bidco reserves the right to reduce the consideration payable under the terms of the Acquisition for the Tribal Shares by an amount up to the aggregate amount of such dividend and/or distribution and/or other return of capital or value, in which case any reference in this announcement to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme or the Acquisition. In such circumstances, Tribal Shareholders would be entitled to retain any such dividend, distribution and/or other return of capital or value.

3          Recommendation

The Tribal Directors, who have been so advised by William Blair as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice, William Blair has taken into account the commercial assessments of the Tribal Directors. William Blair is providing independent financial advice to the Tribal Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the Tribal Directors intend to recommend unanimously that Tribal Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting as the Tribal Directors who hold Tribal Shares have irrevocably undertaken to do in respect of their own beneficial holdings totalling 8,349,464 Tribal Shares (representing approximately 3.93 per cent. of the existing issued ordinary share capital of Tribal) as at close of the AIM market operated by the London Stock Exchange on the date of this announcement. Further details of these undertakings, including the circumstances in which they cease to be binding, are set out in Appendix 3 to this announcement.

4          Background to and Reasons for the Acquisition

Ellucian believes that the Acquisition of Tribal offers an exciting opportunity for Ellucian to combine with an attractive enterprise and resource planning ("ERP") and customer relationship management ("CRM") software and services provider to tertiary institutions and will deliver benefits to Ellucian's and Tribal's customers and employees. The Acquisition enables Ellucian to pursue its core strategy of investing in attractive markets, with Tribal providing access to the large and important UK and South East Asian educational markets. Tribal's platform is also designed around the academic model and education system of the UK, providing competitive advantage across several international geographies.

Ellucian recognises the progress Tribal has taken over the years on its journey to transform and develop from an on-premises business into a cloud business and views this as an opportunity to acquire a diverse and attractive suite of software and services across complementary geographies, which will expand the options available to both Ellucian and Tribal's customer base. Ellucian believes that the research and development efforts of the combined business will lead to enhanced product innovation and a broader set of modern technology solutions for its customers, and that together the businesses would provide improved product and support services to both sets of customers.

Ellucian believes that Tribal's strategy to deliver tertiary education institutions and public bodies with modern solutions and tools they need to succeed aligns well with Ellucian's strategy to become an innovative global tertiary education technology solutions provider and a combination between Ellucian and Tribal would be highly complementary. The combination is expected to create a sophisticated international provider of innovative technologies which enables institutions to deliver an exceptional student experience while servicing a broad range of educational institutions across the major North American and European markets as well as the rest of the world.

Ellucian intends to enhance Tribal's platform capabilities with modern solutions and deeper functionality whilst continuing to support existing solutions. As part of a larger privately held company, Ellucian expects Tribal to accelerate its transformation and deliver more value to its customers. Ellucian can leverage its extensive global network, resources, and experience to help management, employees and the company achieve its potential.

In summary, Ellucian believes that Tribal is a business in clear alignment with Ellucian's strategy, purpose and values, and the Acquisition is an exciting opportunity to expand and enhance the solutions and services offered to the tertiary education community.

5          Background to and Reasons for the Recommendation

The Tribal Directors remain confident in the standalone prospects of Tribal and are pleased with the substantive progress made over the last few years across its strategic priorities. The strong delivery against strategic and operational initiatives has seen Tribal deliver robust financial and operational performance in recent years, growth in its customer base and continued innovation and enhancement of its product offering. The demand from tertiary education institutions for migrating ERP and CRM solutions to the cloud continues to grow, and Tribal is well-positioned and effective at delivering these solutions to its customer base while maintaining strong net retention levels. In FY22, Annual Recurring Revenue ("ARR") relating to the Tribal Group's core products grew by 10%, and revenue from its Cloud and Edge offerings grew by 29%. As a result, the Tribal Directors are confident in the future prospects of Tribal to continue to grow and deliver value to all stakeholders.

Whilst the Tribal Directors consider the standalone prospects for Tribal to be strong, there are clear and compelling benefits for the business presented by the Acquisition and the Tribal Directors have determined that the offer reflects a fair valuation for the business.

The combination of Ellucian and Tribal will create a sophisticated international provider of innovative technologies for tertiary education systems and public bodies, servicing a robust set of educational institutions across North America, Europe, South America, Asia, the Middle East and Africa. The benefits of the Acquisition are expected to include:

·    an enhanced platform providing modern solutions which will ensure that Tribal customers receive the benefit of broader and deeper functionality, and continued support for existing solutions;

·    improved product and support services in the UK, which will enhance the customer experience for both Tribal and Ellucian customers; and

·    a strong employee base with in-demand skills that will enhance the product development efforts of the combined business.

In considering the Acquisition, the Tribal Directors have given due consideration to Ellucian's intentions in relation to management, employees and customers of the Tribal Group as set out in this announcement. 

The Tribal Directors recognise that, following the Acquisition becoming Effective, Ellucian will work with Tribal's senior management to undertake a detailed Evaluation (as defined below) to review Tribal's clients and products, roles and responsibilities of its employees, operating locations and management incentivisation arrangements. It welcomes Ellucian's intentions with respect to the future operations of the business and its employees as part of a larger business, as set out in this announcement, in particular Ellucian's confirmation that it does not have any intention of making material changes to the conditions of employment or to the balance of the skills and functions of Tribal's employees or management. The Tribal Directors acknowledge that, without prejudice to the foregoing, Ellucian intends to make certain non-material changes in order to align the terms and conditions of employment of Tribal's management and employees with those of Ellucian personnel, to the extent appropriate and permitted by applicable law, and that Ellucian intends to fully safeguard the existing statutory employment rights of all of Tribal's management and employees. 

The Tribal Directors acknowledge that, following the Evaluation, Ellucian may re-allocate certain employees across functions of the combined business and reduce headcount in certain overlapping functions. The Tribal Directors expect that this reallocation process and any headcount reductions that might occur will be carried out in accordance with applicable law.

The Tribal Directors are encouraged by Ellucian's recognition of Tribal's heritage and established, international client base and the value it attaches to Tribal's existing client relationships. It welcomes Ellucian's intentions with respect to maintaining support for Tribal's existing offering to its clients, in particular SITS, Callista, Ebs and Maytas, in addition to expanding the range of solutions and partner ecosystem available for Tribal clients.

The Tribal Directors believe that the Acquisition represents an opportunity which results in a positive outcome for all its stakeholders, including customers, employees and shareholders.

Accordingly, and having considered all of its strategic options in coming to its decision, the Tribal Directors intend to unanimously recommend the offer to Tribal Shareholders.

6          Information relating to Bidco, Ellucian, Blackstone and Vista

Bidco

Bidco is a private limited company incorporated in England and Wales on 2 October 2023.  Bidco is a newly-formed vehicle indirectly owned by Ellucian Company L.P.. Bidco was formed for the purposes of the Acquisition and has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition.

The current directors of Bidco are James Dever Bennett and Harshan Bhangdia. Further details in relation to Bidco will be contained in the Scheme Document.

Ellucian

Ellucian is a provider of modern, cloud-ready technology solutions and services serving the tertiary education community and is headquartered in the United States. From student recruitment to workforce analytics; from fundraising opportunities to alumni engagement; Ellucian's comprehensive suite of data-rich tools gives colleges and universities the information they need to achieve their goals efficiently and effectively, while also reducing risk. Working with a community of more than 2,900 customers in over 50 countries, Ellucian keeps innovating as tertiary education keeps evolving. Drawing on its comprehensive tertiary education business acumen and suite of services, Ellucian guides its customers through manageable, sustainable digital transformation-so that every type of institution and student can thrive in today's fast-changing landscape.

In 2021, the business was acquired by funds managed by Blackstone Inc. (NYSE: BX) ("Blackstone") and Vista Equity Partners Management, LLC ("Vista"). Blackstone and Vista invested in Ellucian through their respective long-term private equity strategies, which hold investments for longer periods than traditional private equity.

Blackstone

Blackstone is one of the world's leading investment firms. Blackstone seeks to create positive economic impact and long-term value for our investors, the companies we invest in, and the communities in which we work. Blackstone do this by using extraordinary people and flexible capital to help companies solve problems. Blackstone's $1.001 trillion in assets under management as of 30 June 2023 include investment vehicles focused on private equity, real estate, public debt and equity, life sciences, growth equity, opportunistic, non-investment grade credit, real assets and secondary funds, all on a global basis. Further information is available at www.blackstone.com.

Vista

Vista is a leading global investment firm with more than $100 billion in assets under management as of 30 June 2023. The firm invests in enterprise software, data and technology-enabled organizations across private equity, permanent capital, credit and public equity strategies, bringing an approach that prioritizes creating enduring market value for the benefit of its global ecosystem of investors, companies, customers and employees. Vista's investments are anchored by a sizable long-term capital base, experience in structuring technology-oriented transactions and proven, flexible management techniques that drive sustainable growth. Vista believes the transformative power of technology is key to an even better future - a healthier planet, a smarter economy, a diverse and inclusive community and a broader path to prosperity. Further information is available at www.vistaequitypartners.com.

7          Information relating to Tribal

Tribal is a leading provider of education software and services.

Its portfolio of on-premise and cloud-based software products includes Student Information Systems, which enables education institutions to manage the complete student lifecycle.

Tribal also provides a broad range of education services covering quality assurance, peer review, benchmarking and improvement and student surveys that provide the leading global benchmarks for student experience.

Working with tertiary education, schools, Government and State bodies, training providers and employers, in over 55 countries, Tribal's mission is to empower the world of education with products and services that underpin student success.

As the Tribal Directors noted in Tribal's interim results for the six months ended 30 June 2023, the Tribal has made steady progress in the first half of the year within the core business, delivering a positive performance across both the SIS and Education Services divisions, with ARR of £51.9 million and group revenue of £43.4 million. New customers were secured across its range of software offerings and three new cloud migrations were secured from existing customers. The Tribal Directors remain confident in delivering results for 2023 in line with current Tribal Directors' expectations.

8          Irrevocable undertakings and letters of intent to vote in favour of the acquisition

As described above, Bidco has received irrevocable undertakings to vote (or, where applicable, procure voting) in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer) from all of the Tribal Directors who own Tribal Shares, in respect of their own beneficial holdings totalling 8,349,464 Tribal Shares (representing approximately 3.93 per cent. of the existing issued ordinary share capital of Tribal) as at close of the AIM market operated by the London Stock Exchange on the date of this announcement. The undertakings will remain binding in the event that a higher competing offer for Tribal is made.

Bidco has also received irrevocable undertakings to vote in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer) from Oryx International Growth, LF Gresham House UK Smaller Companies Fund and Strategic Equity Capital plc in respect of 30,000,000 Tribal Shares in total (representing in aggregate approximately 14.14% per cent. of the existing issued ordinary share capital of Tribal) as at close of the AIM market operated by the London Stock Exchange on the date of this announcement

In addition, Bidco has received non-binding, revocable letters of intent to vote in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer), in respect of, in aggregate, 57,895,619 Tribal Shares (representing approximately 27.28 per cent. of the existing issued ordinary share capital of Tribal) as at close of the AIM market operated by the London Stock Exchange on the date of this announcement.

In total therefore, Bidco has procured irrevocable undertakings and non-binding, revocable letters of intent to vote in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer), in respect of, in aggregate, 96,245,083 Tribal Shares (representing approximately 45.35 per cent. of the existing issued ordinary share capital of Tribal) as at close of the AIM market operated by the London Stock Exchange on the date of this announcement. Further details of these irrevocable undertakings (including the circumstances in which they cease to be binding) and letters of intent are set out in Appendix 3 to this announcement.

9          Financing of the Acquisition

The cash consideration payable to Tribal Shareholders under the terms of the Acquisition will be financed by a combination of the existing cash resources of Ellucian and equity to be invested by the Blackstone Funds and Vista Funds. Bidco may raise debt financing in connection with the Acquisition following the date of this announcement.

BofA Securities, in its capacity as financial adviser to Ellucian and Bidco, is satisfied that sufficient resources are available to Bidco to satisfy in full the cash consideration payable to Tribal Shareholders under the terms of the Acquisition.

Further information on the financing of the Acquisition will be set out in the Scheme Document.

10        Offer‑related arrangements

Confidentiality Agreement

Ellucian, on behalf of Bidco, and Tribal entered into the Original Confidentiality Agreement in relation to the Acquisition which was subsequently superseded by the Confidentiality Agreement in relation to the Acquisition, pursuant to which, amongst other things, Ellucian, on behalf of Bidco has undertaken to: (i) subject to certain exceptions, keep information relating to Tribal and the Acquisition confidential and not to disclose it to third parties; and (ii) use such confidential information only in connection with the Acquisition. These confidentiality obligations will remain in force until the earlier of (a) completion of the Acquisition and (b) 20 January 2026. The Confidentiality Agreement also contains undertakings from Ellucian and its affiliates that (a) for a period of 18 months after the date of the Confidentiality Agreement, it will not solicit or offer to employ or engage certain employees of the Tribal Group (subject to customary carve-outs); and (b) should the Acquisition lapse or be withdrawn, it will not use the confidential information to solicit certain customers of the Wider Tribal Group other than in the ordinary and usual course of Ellucian's existing business for a period of 18 months after the date of the lapse or withdrawal of the Acquisition.

Clean Team Protocol

On 26 July 2023, Tribal and Ellucian entered into a Clean Team Protocol (as further amended on 18 August 2023 and 17 September 2023) in relation to the Acquisition which sets out how confidential information that is competitively sensitive can be disclosed to and used by Ellucian's external legal counsel and/or Ellucian's experts and/or specific Ellucian individuals for the purposes of (amongst other things) due diligence in relation to the Acquisition and obtaining the consent of competition authorities and/or regulatory clearances in connection with the Acquisition.

11        Disclosure of interests in Tribal securities

Except for the irrevocable undertakings referred to in paragraph 8 above and Appendix 3, as at 4 October 2023 (being the last practicable date prior to the date of this announcement) neither Bidco, nor any of its directors, nor, so far as Bidco is aware, any person acting in concert (within the meaning of the Takeover Code) with it for the purposes of the Acquisition (i) had any interest in or right to subscribe for or had borrowed or lent any Tribal Shares or securities convertible or exchangeable into Tribal Shares, or (ii) had any short positions in respect of relevant securities of Tribal (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, or (iii) has borrowed or lent any relevant securities of Tribal (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code) save for any borrowed shares which have been either on-lent or resold, or (iv) is a party to any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Takeover Code.

12        Directors, management, employees, pensions, research and development and locations

Strategic plans for Tribal

As set out in paragraph 4 (Background to and reasons for the Acquisition), Ellucian believes that the Acquisition has a compelling strategic rationale.

Prior to this announcement, consistent with market practice, Ellucian has been granted access to Tribal's senior management for the purposes of confirmatory due diligence. However, Ellucian has not yet had access to sufficiently detailed operational information to formulate a detailed strategy for Tribal.

Following the Acquisition becoming Effective, Ellucian intends to work with Tribal's senior management to undertake a detailed evaluation of the Tribal Group (the "Evaluation").  The scope of the Evaluation will include a review of Tribal's clients and products (including opportunities to deploy Tribal's existing offering across a broader client base), the roles and responsibilities of its employees (including the research and development ("R&D") function), Tribal's operating locations and its management incentivisation arrangements. Ellucian expects that the Evaluation will be completed within approximately 6 months from the Acquisition becoming Effective. The purpose of the Evaluation will be to validate the assumptions underlying Ellucian's investment thesis which has been developed through the management meetings held as part of its confirmatory due diligence review.

Clients, Products and R&D

Ellucian recognises that Tribal has an established client base internationally, but particularly within the UK and Australia, and attaches significant value to these existing client relationships.

Following the Acquisition becoming Effective, Ellucian intends to maintain support for Tribal's existing offering to its clients, in particular SITS, Callista, Ebs and Maytas. Ellucian looks forward to partnering with Tribal's customers to unlock the full potential of their institutions.  Ellucian will provide Tribal customers with access to innovative solutions, a vast ecosystem of partners, and a user community of more than 45,000 that provide best practices leading to greater institutional success and achieving better student outcomes. 

Ellucian maintains a R&D function which has a different structure to Tribal's. As part of the Evaluation, Ellucian will seek to better understand the structure of Tribal's R&D function and evaluate avenues for integrating certain areas of it. As part of the Evaluation, Ellucian intends to review Tribal's existing R&D function with a focus on optimising the return on R&D investment by concentrating future R&D spend on higher growth products and services, while deprioritising R&D spend on certain legacy and non-core products and services, over the short-term. It is expected that the removal of duplication within Ellucian and Tribal's respective R&D functions may result in a reduction of headcount within the Tribal Group, as discussed below. As noted above, however, Ellucian intends to maintain support for Tribal's existing offering to its clients and such support will not be adversely impacted by such proposed changes to the allocation of R&D spend.

Employees and management

Ellucian attaches great importance to the skill and experience of Tribal's management and employees and recognises the important contribution that the management team and employees of Tribal's have made to the success of the business. As part of the Evaluation, Ellucian intends to discuss with, and further draw upon, Tribal management's experience to gain a full understanding of the organisation, and the roles and responsibilities of employees within the business.

Ellucian does not have any intention of making material changes to the conditions of employment or to the balance of the skills and functions of the Tribal Group's employees or management. Following the Acquisition becoming Effective, without prejudice to the foregoing, Ellucian intends to make certain non-material changes in order to align the terms and conditions of employment of Tribal's management and employees with those of Ellucian personnel, to the extent appropriate and permitted by applicable law.  Ellucian confirms that it intends to fully safeguard the existing statutory employment rights of all of Tribal's management and employees.  

Ellucian intends to continue to execute on Tribal management's ongoing general focus on cost efficiencies. Following the Evaluation, Ellucian may re-allocate certain employees across functions of the combined group and reduce headcount in certain overlapping functions such as central corporate and internal support functions (including listed company-related functions, following Tribal ceasing to be a listed company) and the R&D function as discussed above. This may therefore result in a change to the balance of skills and functions of the employees and management of Tribal in those areas. Any specific proposals will be dependent on the outcome of the Evaluation but, based upon the due diligence carried out to date by Ellucian, Ellucian anticipates that the reduction of headcount in certain overlapping functions in the 12 months following the Acquisition becoming Effective will represent less than 20 per cent. of Tribal's current employees. Any headcount reductions will be carried out in accordance with applicable law.

It is intended that, upon the Acquisition becoming Effective, each of Tribal's non-executive directors shall resign from his office as a director of Tribal.

Pension schemes

The Tribal Defined Benefit Pension Schemes are currently closed to the admission of new members. It is not intended that any changes will be made to reopen these schemes to the admission of new members.  Ellucian does not currently intend to make any change of the benefits provided by Tribal's defined contribution pension arrangements and intends for the employer to continue to make contributions in line with the current arrangements.

Headquarters, locations and fixed assets

Ellucian plans to integrate Tribal's business into Ellucian following the Acquisition becoming Effective. Noting that a majority of Tribal's employees are engaged in hybrid and/or remote working, Ellucian is supportive of Tribal management's objective of optimising the efficiency of its existing office footprint. This is expected to involve, amongst other things, a rationalisation of Tribal's operating locations (including Tribal's headquarters), by way of non-renewal of leases upon expiry, lease exits and/or exploring the possibility of sub-letting, with the objective of reducing rental and lease expenses over time, in-line with Tribal's current strategy.  Ellucian expects that Tribal's UK employees and functions will be migrated to Ellucian's existing UK office space. As part of the Evaluation, Ellucian will review and consider the most appropriate timing and strategy for the consolidation of Tribal's operating locations.  To the extent possible, Ellucian intends to seek to rationalise a majority of the UK locations within 12 months of the Acquisition becoming Effective. Tribal does not have significant fixed assets (other than premises) and Ellucian envisages no material redeployment of the fixed assets of Tribal.

Management incentive arrangements

Following the Acquisition becoming Effective, Ellucian intends to review the management, governance and incentive structure of Tribal. Ellucian has not entered into, and has not had material discussions on the terms of, any form of incentivisation arrangement with members of Tribal's management, but may have such discussions for certain members of the Tribal management team following the Acquisition becoming Effective.

Trading Facilities

Tribal Shares are currently traded on AIM and, as set out in paragraph 15 below, a request will be made to the London Stock Exchange to cancel the admission to trading on AIM of the Tribal Shares, to take effect from or shortly after the Acquisition becoming Effective. As stated in paragraph 15, dealings in Tribal Shares will be suspended prior to the Acquisition becoming Effective and thereafter there will be no trading facilities in relation to Tribal Shares.

None of the statements in this paragraph 12 are "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.

13        Tribal Share Plans

Participants in the Tribal Share Plans will be contacted regarding the effect of the Acquisition on their options and awards under the Tribal Share Plans and an appropriate proposal will be made to such participants which reflects their options and awards under the Tribal Share Plans in due course. Details of the impact of the Scheme on each of the Tribal Share Plans and the proposals will be set out in the Scheme Document.

14        Scheme process and conditions

The Acquisition is subject to the Conditions and certain further terms referred to in Appendix 1 to this announcement and to the full terms and conditions to be set out in the Scheme Document, and will only become Effective if, among other things, the following events occur on or before the Long Stop Date (or such later date as the Bidco and Tribal may, with the consent of the Panel, agree and, if required, the Court may approve):

·    a resolution to approve the Scheme is passed by a majority in number of Tribal Shareholders present and voting (and entitled to vote) at the Court Meeting, either in person or by proxy, representing 75 per cent. or more in value of each class of the Scheme Shares held by those Tribal Shareholders;

·    the resolution(s) necessary to implement the Scheme and the Acquisition is/are passed by the requisite majority of Tribal Shareholders at the General Meeting;

·    the CMA has, as at the date on which all other Conditions (with the exception of sanction of the Scheme by the Court pursuant to Condition 2.3(i)) are satisfied or waived, responded in writing to a briefing paper that it has no further questions in relation to the Acquisition (and has not opened an inquiry or indicated in writing that it is still investigating whether to open an enquiry) or, if a Phase 1 merger investigation has been opened, issued a decision not to make a Phase 2 CMA Reference (or the applicable time period for the CMA to issue such a decision has expired without it having done so and without it having made a Phase 2 CMA Reference) or issued a decision to accept undertakings in lieu under Section 73 EA 2002 which are satisfactory to Bidco and Tribal (the "CMA Condition");

·    the ACCC has, as at the date on which all other Conditions (with the exception of sanction of the Scheme by the Court pursuant to Condition 2.3(i)) are satisfied or waived, notified Bidco in writing that it does not propose to conduct a public review in respect of the Acquisition or given notice in writing stating or stating to the effect that it does not propose to intervene or seek to prevent the Acquisition whether on an unconditional basis or conditional on the ACCC's acceptance of undertakings which are satisfactory to Bidco and Tribal (the "ACCC Condition"); and

·    the Secretary of State having approved the Acquisition pursuant to the NSI Act either by: (i) giving a final notification confirming that no further action will be taken in relation to the Acquisition under the NSI Act; or (ii) making a final order permitting the Acquisition to proceed either unconditionally or subject to remedies or requirements satisfactory to Bidco and Tribal, and such order not having been revoked or varied as at the date on which all other Conditions (with the exception of sanction of the Scheme by the Court pursuant to Condition 2.3(i)) are satisfied or waived (the "NSI Condition").

·    following the Court Meeting and General Meeting and satisfaction and/or waiver (where applicable) of the other Conditions, the Scheme is sanctioned by the Court (without modification, or with modification on terms agreed by the Bidco and Tribal); and

·    following such sanction, an office copy of the Court Order is delivered to the Registrar of Companies.

The Conditions in paragraphs 1 and 2 of Appendix 1 to this announcement provide that the Scheme will lapse (under the authority of Rule 13.5(b) of the Takeover Code) if:

·    the Court Meeting and the General Meeting are not held by the 22nd day after the expected date of the Court Meeting and the General Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and Tribal);

·    the Sanction Hearing to approve the Scheme is not held by the 22nd day after the expected date of the Sanction Hearing to be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and Tribal); or

·    the Scheme does not become Effective by 11.59 p.m. on the Long Stop Date (or such later date as Bidco and Tribal may, with the consent of the Panel, agree and (if required) the Court may allow).

If any Condition in paragraph 2 of Part A of Appendix 1 to this announcement is not capable of being satisfied by the date specified therein, Bidco shall make an announcement through a Regulatory Information Service as soon as practicable and, in any event, by not later than 7.00 a.m. on the Business Day following the date so specified, stating whether Bidco has invoked that Condition, (where applicable) waived that Condition or, with the agreement of Tribal, specified a new date by which that Condition must be satisfied. However, if the CMA refers the Acquisition to a Phase 2 investigation and/or the ACCC publishes a Statement of Issues Tribal intends to invoke the CMA Condition and/or ACCC Condition unilaterally whether with or without the support of Bidco given Tribal considers the CMA Condition and the ACCC Condition to be material terms of the Acquisition from the perspective of the Tribal Shareholders and, accordingly, Tribal does not intend to implement the Scheme unless both the CMA Condition and the ACCC Condition have been satisfied.

Once the necessary approvals from Tribal Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived and the Scheme has been approved by the Court, the Scheme will become Effective upon delivery of the Court Order to the Registrar of Companies. Subject to the satisfaction of the Conditions, the Scheme is expected to become Effective during the fourth quarter of 2023.

Upon the Scheme becoming Effective: (i) it will be binding on all Tribal Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of Tribal Shares will cease to be valid and entitlements to Tribal Shares held within the CREST system will be cancelled. In accordance with the applicable provisions of the Takeover Code, the consideration for the transfer of the Scheme Shares to Bidco will be despatched no later than 14 days after the Effective Date.

Any Tribal Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The resolution(s) to be proposed at the General Meeting will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any Tribal Shares issued after the Scheme Record Time (other than to Bidco and/or their nominees) to be automatically transferred to Bidco on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the Articles (as amended) will avoid any person (other than Bidco and their nominees) holding shares in the capital of Tribal after the Effective Date.

Further details of the Scheme, including expected times and dates for each of the Court Meeting, the General Meeting and the Sanction Hearing, together with notices of the Court Meeting and the General Meeting, will be set out in the Scheme Document. It is expected that the Scheme Document and the Forms of Proxy accompanying the Scheme Document will be published as soon as practicable and in any event within 28 days of this announcement (or such later date as the Bidco and Tribal may, with the consent of the Panel, agree and, if required, the Court may approve).

CMA Condition

The Acquisition is conditional on the CMA Condition and Bidco and Tribal do not intend to implement the Acquisition without satisfaction of the CMA Condition.

The CMA Condition, which has been included following specific negotiation between Ellucian and Tribal, could be invoked by Bidco with the consent of the Panel if the CMA refers the Acquisition to a Phase 2 investigation or in the event that remedies offered by Bidco which are satisfactory to both Bidco and Tribal, with the aim of securing Phase 1 clearance, are not accepted as sufficient by the CMA. The CMA Condition could also be invoked unilaterally by Tribal if the CMA refers the Acquisition to a Phase 2 investigation whether with or without the support of Bidco.

Tribal Shareholders should note that Bidco intends to seek the Panel's consent to invoke the CMA Condition if the CMA would only be satisfied by Ellucian and Tribal undertaking remedies in the form of disposals which are unacceptable to or not deliverable by Ellucian and Tribal, as the integrity of the proposed Acquisition structure is an essential part of the strategic and economic rationale for the Acquisition.

In addition, Bidco intends to seek the Panel's consent to invoke the CMA Condition if the CMA refers the Acquisition to a Phase 2 investigation, because the delays to completion of the Acquisition that would necessarily arise would result in prolonged uncertainty and cost for Ellucian and Tribal.

Bidco's intentions in this regard have been discussed with Tribal, which shares Bidco's views of the material impact of such circumstances. Tribal considers the CMA Condition to be a material term of the Acquisition from the perspective of the Tribal Shareholders and, accordingly, Tribal does not intend to implement the Scheme unless the CMA Condition has been satisfied. Tribal further intends to support any request by Bidco to seek the consent of the Panel to invoke the CMA Condition should the aforementioned circumstances arise, and in any event if the CMA refers the Acquisition to a Phase 2 investigation Tribal intends to invoke the CMA Condition unilaterally with or without the support of Bidco.

A decision by the Panel whether to permit Bidco to invoke a condition to the offer would be judged by the Panel by reference to the facts at the time that the relevant circumstances arise, including the views of the board of Tribal at the time.

ACCC Condition

The Acquisition is conditional on the ACCC Condition and Bidco and Tribal do not intend to implement the Acquisition without satisfaction of the ACCC Condition.

The ACCC Condition, which has been included following specific negotiation between Ellucian and Tribal, could be invoked by Bidco with the consent of the Panel if the ACCC publishes a Statement of Issues or in the event that remedies offered by Bidco which are satisfactory to both Bidco and Tribal, with the aim of securing a no objection letter, are not accepted as sufficient by the ACCC. The ACCC Condition could also be invoked unilaterally by Tribal if the ACCC publishes a Statement of Issues whether with or without the support of Bidco.

Tribal Shareholders should note that Bidco intends to seek the Panel's consent to invoke the ACCC Condition if the ACCC would only be satisfied by Ellucian and Tribal undertaking remedies in the form of disposals which are unacceptable to or not deliverable by Ellucian and Tribal, as the integrity of the proposed Acquisition structure is an essential part of the strategic and economic rationale for the Acquisition.

In addition, Bidco intends to seek the Panel's consent to invoke the ACCC Condition if the ACCC publishes a Statement of Issues, because the delays to completion of the Acquisition that would necessarily arise would result in prolonged uncertainty and cost for Ellucian and Tribal.

Bidco's intentions in this regard have been discussed with Tribal, which shares Bidco's views of the material impact of such circumstances. Tribal considers the ACCC Condition to be a material term of the Acquisition from the perspective of the Tribal Shareholders and, accordingly, Tribal does not intend to implement the Scheme unless the ACCC Condition has been satisfied. Tribal further intends to support any request by Bidco to seek the consent of the Panel to invoke the ACCC Condition should the aforementioned circumstances arise, and in any event if the ACCC publishes a Statement of Issues Tribal intends to invoke the ACCC Condition unilaterally with or without the support of Bidco.

A decision by the Panel whether to permit Bidco to invoke a condition to the offer would be judged by the Panel by reference to the facts at the time that the relevant circumstances arise, including the views of the board of Tribal at the time.

NSI Condition

The Acquisition is conditional on the NSI Condition.  Approval under the NSI Act is a legal requirement, and so the Acquisition cannot be implemented without satisfaction of the NSI Condition.

15        Delisting, and cancellation of trading and re‑registration

It is intended that the London Stock Exchange will be requested to cancel trading in Tribal Shares on AIM on or shortly after the Effective Date.

It is expected that the last day of dealings in Tribal Shares on AIM is expected to be the Business Day immediately prior to the Effective Date and no transfers will be registered after 6.00 p.m. (London time) on that date.

It is intended that Tribal will be re-registered as a private limited company and for this to take effect as soon as practicable on or following the Effective Date.

16        Documents

Copies of the following documents will be available promptly on Bidco's and Tribal's websites, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at www.ellucian.com/investors/cash-offer and www.tribalgroup.com/investors/offer respectively and in any event by no later than noon on the Business Day following this announcement:

·    this announcement;

·    the Original Confidentiality Agreement;

·    the Confidentiality Agreement;

·    the Clean Team Protocol;

·    the irrevocable undertakings and letters of intent referred to in paragraph 8 above and summarised in Appendix 3 to this announcement;

·    the documents entered into for the financing of the Acquisition referred to in paragraph 9 above; and

·    the consents from financial advisers to being named in this announcement.

Neither the content of the website referred to in this announcement, nor any website accessible from hyperlinks, is incorporated into or forms part of this announcement.

17        General

Bidco reserves the right to elect (with the consent of the Panel) to implement the acquisition of the Tribal Shares by way of an Offer as an alternative to the Scheme. In such event, the Offer will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme.

If the Acquisition is effected by way of an Offer, and such an Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Bidco intends to: (i) make a request to the London Stock Exchange to cancel trading in Tribal Shares on AIM; and (ii) exercise its rights to apply the provisions of Chapter 3 of Part 28 of the 2006 Act so as to acquire compulsorily the remaining Tribal Shares in respect of which the Offer has not been accepted.

Investors should be aware that Bidco may purchase Tribal Shares otherwise than under the Scheme or any Offer, including pursuant to privately negotiated purchases.

The Acquisition will be on the terms and subject to the conditions set out herein and in Appendix 1, and to be set out in the Scheme Document. The bases and sources for certain financial information contained in this announcement are set out in Appendix 2. Details of undertakings received by Bidco are set out in Appendix 3. Certain definitions and terms used in this announcement are set out in Appendix 4. The formal Scheme Document will be sent to shareholders of Tribal within 28 days of this announcement (or on such later date as may be agreed with the Panel).

BofA Securities (as financial adviser to Bidco) and William Blair and Investec (as joint financial advisers to Tribal) have each given and not withdrawn their consent to the publication of this announcement with the inclusion herein of the references to their names in the form and context in which they appear.

This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.

Enquiries

Ellucian Laura Ipsen, President and Chief Executive Officer Jeff Dinski, Chief Strategy & Corporate Development Officer Jim Bennett, Chief Legal Officer Lindsay Stanley, Senior Director, Communications	[phone]
BofA Securities (Lead Financial Adviser to Ellucian and Bidco) Geoff Iles David Lloyd Jack Williams Douglas Solomon	[phone]
Tribal             Richard Last, Chairman Mark Pickett, Chief Executive Officer Diane McIntyre, Chief Financial Officer	Enquiries via Alma PR
William Blair International, Limited (Lead Financial Adviser and Rule 3 Adviser to Tribal) Dominic Emery Hanan Lee Tanya Sazonova Henry Nicholls	[phone]
Investec Bank plc (Joint Financial Adviser, NOMAD and Joint Broker to Tribal) Virginia Bull Nick Prowting Carlo Spingardi Tom Brookhouse	[phone]
Singer Capital Markets Advisory LLP (Joint Broker to Tribal) Shaun Dobson Tom Salvesen Alex Bond	[phone]
Alma PR (PR Adviser to Tribal) Caroline Forde Hannah Campbell	[phone]

RBC Capital Markets, LLC is also acting as financial adviser to Ellucian and Bidco.

Kirkland & Ellis International LLP is acting as legal adviser to Ellucian and Bidco.

Axinn, Veltrop & Harkrider is also acting as legal adviser to Ellucian.

Taylor Wessing LLP is acting as legal adviser to Tribal.

Further information

Merrill Lynch International ("BofA Securities"), which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct Authority ("FCA") and the PRA in the United Kingdom, is acting exclusively for Ellucian and Bidco and for no one else in connection with the Acquisition and will not be responsible to anyone other than Ellucian and Bidco for providing the protections afforded to its clients or for providing advice in connection with the Acquisition. Neither BofA Securities, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of BofA Securities in connection with the Acquisition, this announcement, any statement contained herein or otherwise.

RBC Capital Markets, LLC (trading as "RBC Capital Markets"), is acting exclusively for Ellucian and Bidco and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Ellucian and Bidco for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

William Blair International, Limited ("William Blair"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Tribal and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Tribal for providing the protections afforded to the clients of William Blair, or for providing advice in connection with the subject matter of this announcement. Neither William Blair nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of William Blair in connection with the subject matter of this announcement, any statement contained herein or otherwise.

Investec Bank plc ("Investec"), which is authorised in the United Kingdom by the PRA and regulated in the UK by the FCA and the PRA, is acting exclusively for Tribal and no one else in connection with the subject matter of this announcements and shall not be responsible to anyone other than Tribal for providing the protections afforded to clients of Investec, nor for providing advice in connection with the Approach or any matter referred to herein. Neither Investec nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Investec in connection with the subject matter of this announcement, any statement contained herein or otherwise.

Singer Capital Markets Advisory LLP ("Singer Capital Markets"), which is authorised and regulated in the UK by the FCA, is acting exclusively for Tribal and no one else in connection with the subject matter of this announcements and shall not be responsible to anyone other than Tribal for providing the protections afforded to clients of Singer Capital Markets, nor for providing advice in connection with the Acquisition or any matter referred to herein. Neither Singer Capital Markets nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Singer Capital Markets in connection with the subject matter of this announcement, any statement contained herein or otherwise.

This announcement is for information purposes only and is not intended to, and does not, constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Tribal in any jurisdiction in contravention of applicable law. The Acquisition will be implemented solely pursuant to the terms of the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the offer document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the offer document).

This announcement does not constitute a prospectus, prospectus equivalent document or exempted document.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Overseas Shareholders

The release, publication or distribution of this announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves of, and observe, any applicable legal or regulatory requirements. Any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared in accordance with and for the purpose of complying with English law, the Takeover Code, the AIM Rules, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

The availability of the Acquisition to Tribal Shareholders who are not resident in and citizens of the UK may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to vote their Tribal Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders will be contained in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the offer document).

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including, without limitation, agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Further details in relation to Overseas Shareholders will be included in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the offer document).

Notice to U.S. Tribal Shareholders

The Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the U.S. Securities Exchange Act of 1934 (the "U.S. Exchange Act"). Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of the U.S. tender offer and proxy solicitation rules. The financial information included in this announcement has been prepared in accordance with generally accepted accounting principles of the United Kingdom and thus may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

If, in the future, Bidco exercises its right to implement the Acquisition by way of an Offer, which is to be made into the United States, such Offer will be made in compliance with the applicable U.S. laws and regulations.

It may be difficult for U.S. holders of Tribal Shares to enforce their rights and any claim arising out of the U.S. federal laws, since Bidco and Tribal are located in a non-U.S. jurisdiction, and some or all of their officers and directors may be residents of a non-U.S. jurisdiction. U.S. holders of Tribal Shares may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, Ellucian or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Tribal Shares outside of the U.S., other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the U.S. Exchange Act, BofA Securities will continue to act as an exempt principal trader in Tribal shares on the London Stock Exchange. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website, www.londonstockexchange.com.

U.S. Tribal Shareholders also should be aware that the transaction contemplated herein may have tax consequences in the U.S. and, that such consequences, if any, are not described herein. U.S. Tribal Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.

Forward Looking Statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Bidco and Tribal contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco and Tribal about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on Bidco and Tribal (including their future prospects, developments and strategies), the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "prepares", "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "synergy", "strategy", "scheduled", "goal", "estimates", "forecasts", "cost-saving", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's, Tribal's, any member of the Bidco Group's or any member of the Tribal Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Bidco's, Tribal's, any member of the Bidco Group's or any member of the Tribal Group's business.

Although Bidco and Tribal believe that the expectations reflected in such forward-looking statements are reasonable, Bidco and Tribal can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; changes in the global political, economic, business and competitive environments and in market and regulatory forces; changes in future exchange and interest rates; changes in tax rates; future business combinations or disposals; changes in general economic and business conditions, changes in the behaviour of other market participants, changes in the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which Bidco and Tribal operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which Bidco and Tribal operate and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors. Neither Bidco nor Tribal, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place any reliance on these forward-looking statements. 

Specifically, statements of estimated cost savings and synergies related to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the Tribal Group, there may be additional changes to the Tribal Group's operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.

Other than in accordance with their legal or regulatory obligations, neither Bidco nor Tribal is under any obligation, and Bidco and Tribal expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Takeover Code applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement and the documents required to be published under Rule 26 of the Takeover Code will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Bidco's website at www.ellucian.com/investors/cash-offer and Tribal's website at www.tribalgroup.com/investors/offer by no later than 12 noon (London time) on the Business Day following this announcement. For the avoidance of doubt, neither the content of these websites nor of any website accessible from hyperlinks is incorporated by reference or forms part of this announcement.

No profit forecasts, estimates or quantified benefits statements

No statement in this announcement is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Tribal for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Tribal.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, Tribal Shareholders, persons with information rights and participants in Tribal Share Plans may request a hard copy of this announcement by contacting Tribal's registrars, Link Group, during business hours on 0371 664 0321 (or [phone] if calling from outside the UK)  or at Central Square, 29 Wellington Street, Leeds LS1 4DL.For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form. Calls made to Link Group are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. - 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales).  Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Electronic Communications

Please be aware that addresses, electronic addresses and certain other information provided by Tribal Shareholders, persons with information rights and other relevant persons for the receipt of communications from Tribal may be provided to Bidco during the offer period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.

General

If the Acquisition is effected by way of an Offer, and such an Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Bidco intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the 2006 Act so as to acquire compulsorily the remaining Tribal Shares in respect of which the Offer has not been accepted.

Investors should be aware that Bidco may purchase Tribal Shares otherwise than under any Offer or the Scheme, including pursuant to privately negotiated purchases.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

Rule 2.9 of the Takeover Code

For the purposes of Rule 2.9 of the Takeover Code, Tribal confirms that, as at the date of this announcement, it had in issue 212,221,746 ordinary shares of 5 pence each. Tribal does not hold any ordinary shares in treasury. The ISIN for the ordinary shares is GB0030181522.

Disclaimer

The information contained herein does not constitute an offer to sell, nor a solicitation of an offer to buy, any security, and may not be used or relied upon in connection with any offer or solicitation. Any offer or solicitation in respect of Ellucian will be made only through a confidential private placement memorandum and related documents which will be furnished to qualified investors on a confidential basis in accordance with applicable laws and regulations. The information contained herein is not for publication or distribution to persons in the U.S. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold without registration thereunder or pursuant to an available exemption therefrom. Any offering of securities to be made in the U.S. would have to be made by means of an offering document that would be obtainable from the issuer or its agents and would contain detailed information about the issuer of the securities and its management, as well as financial information. The securities may not be offered or sold in the U.S. absent registration or an exemption from registration.

The Acquisition will be subject to English law, the jurisdiction of the Court, and the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the AIM Rules and the Registrar of Companies.

Appendix 1
Conditions and Further Terms of the Transaction

Part A
Conditions to the Scheme and Acquisition

1.         The Acquisition will be conditional upon the Scheme becoming unconditional and becoming Effective, subject to the provisions of the Takeover Code, by no later than 11.59 p.m. on the Long Stop Date, or such later date (if any) as Bidco and Tribal may, with the consent of the Panel, agree and (if required) the Court may allow.

Conditions of the Scheme

2.         The Scheme will be subject to the following Conditions:

2.1       (i) its approval by a majority in number representing not less than 75 per cent. in value of Scheme Shares held by Tribal Shareholders who are on the register of members of Tribal (or the relevant class or classes thereof) at the Voting Record Time, present and voting, whether in person or by proxy, at the Court Meeting and at any separate class meeting which may be required (or any adjournment thereof), and (ii) such Court Meeting being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and Tribal with the consent of the Panel (and that the Court may approve if required));

2.2       (i) the Resolutions being duly passed at the General Meeting (or any adjournment thereof), and (ii) such General Meeting being held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and Tribal with the consent of the Panel (and that the Court may approve if required));

2.3       (i) the sanction of the Scheme by the Court (with or without modification (but subject to such modification being acceptable to Bidco and Tribal)), and (ii) the Sanction Hearing being held on or before the 22nd day after the expected date of the Sanction Hearing to be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and Tribal with the consent of the Panel (and that the Court may approve)); and

2.4       the delivery of the office copy of the Court Order to the Registrar of Companies.

General Conditions

3.         In addition, subject as stated in Part B of this Appendix 1, Bidco and Tribal have agreed that the Acquisition will be conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme Effective will not be taken unless the following Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

Antitrust

3.1       the CMA has, as at the date on which all other Conditions (with the exception of sanction of the Scheme by the Court pursuant to Condition 2.3(i)) are satisfied or waived, responded in writing to a briefing paper that it has no further questions in relation to the Acquisition (and has not opened an inquiry or indicated in writing that it is still investigating whether to open an enquiry) or, if a Phase 1 merger investigation has been opened, issued a decision not to make a Phase 2 CMA Reference (or the applicable time period for the CMA to issue such a decision has expired without it having done so and without it having made a Phase 2 CMA Reference) or issued a decision to accept undertakings in lieu under Section 73 EA 2002 which are satisfactory to Bidco and Tribal;

3.2       the ACCC has, as at the date on which all other Conditions (with the exception of sanction of the Scheme by the Court pursuant to Condition 2.3(i)) are satisfied or waived, notified Bidco in writing that it does not propose to conduct a public review in respect of the Acquisition or given notice in writing stating or stating to the effect that it does not propose to intervene or seek to prevent the Acquisition whether on an unconditional basis or conditional on the ACCC's acceptance of undertakings which are satisfactory to Bidco and Tribal.

Regulatory

3.3       the Secretary of State having approved the Acquisition pursuant to the NSI Act either by: (i) giving a final notification confirming that no further action will be taken in relation to the Acquisition under the NSI Act; or (ii) making a final order permitting the Acquisition to proceed either unconditionally or subject to remedies or requirements satisfactory to Bidco and Tribal, and such order not having been revoked or varied as at the date on which all other Conditions (with the exception of sanction of the Scheme by the Court pursuant to Condition 2.3(i)) are satisfied or waived;

Other Third Party clearances

3.4       no central bank, government or governmental, quasi‑governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body or any other similar body or person whatsoever in any jurisdiction (each a "Third Party") having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, decision, order or change to published practice and there not continuing to be outstanding any statute, regulation, decision or order which would or might:

3.4.1      make the Acquisition, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider Tribal Group by any member of the Wider Bidco Group void, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly prevent, prohibit, or restrain, restrict, impede, challenge, delay or otherwise interfere with the implementation of, or impose material additional conditions or obligations with respect to, the Acquisition or the acquisition of any shares or other securities in, or control or management of, any member of the Wider Tribal Group by any member of the Wider Bidco Group or require amendment of the Scheme;

3.4.2      require, prevent or materially delay the divestiture or alter the terms envisaged for such divestiture by any member of the Wider Bidco Group or by any member of the Wider Tribal Group of all or any part of their businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof) to an extent which is material in the context of the Wider Tribal Group taken as a whole or in the context of the Acquisition;

3.4.3      impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Bidco Group directly or indirectly to acquire or hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in Tribal (or any member of the Wider Tribal Group) or on the ability of any member of the Wider Tribal Group or any member of the Wider Bidco Group directly or indirectly to hold or exercise effectively any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise management control over, any member of the Wider Tribal Group to an extent which is material in the context of the Wider Tribal Group taken as a whole or in the context of the Acquisition;

3.4.4      other than pursuant to the implementation of the Scheme or, if applicable, sections 974 to 991 of the 2006 Act, require any member of the Wider Bidco Group or the Wider Tribal Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Tribal Group or any asset owned by any third party which is material in the context of the Wider Tribal Group or the Wider Bidco Group, in either case taken as a whole;

3.4.5      require, prevent or delay a divestiture by any member of the Wider Bidco Group of any shares or other securities (or the equivalent) in any member of the Wider Tribal Group;

3.4.6      result in any member of the Wider Tribal Group ceasing to be able to carry on business under any name under which it presently carries on business to an extent which is material in the context of the Wider Tribal Group taken as a whole or in the context of the Acquisition;

3.4.7      impose any limitation on the ability of any member of the Wider Bidco Group or any member of the Wider Tribal Group to conduct, integrate or co‑ordinate all or any part of their respective businesses with all or any part of the business of any other member of the Wider Bidco Group and/or the Wider Tribal Group in a manner which is adverse and material to the Wider Bidco Group and/or the Wider Tribal Group, in either case, taken as a whole or in the context of the Acquisition; or

3.4.8      except as Disclosed, otherwise affect the business, assets, value, profits, prospects or operational performance of any member of the Wider Tribal Group or any member of the Wider Bidco Group in each case in a manner which is adverse to and material in the context of the Wider Tribal Group taken as a whole or of the financing of the Acquisition;

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition or proposed acquisition of any Tribal Shares or otherwise intervene having expired, lapsed, or been terminated;

3.5       other than in relation to the matters referred to in Conditions 3.1 to 3.3, all notifications, filings or applications which are deemed by Bidco, acting reasonably, to be necessary or reasonably considered to be appropriate in any relevant jurisdiction having been made in connection with the Acquisition and all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with and all Authorisations which are deemed by Bidco, acting reasonably, to be necessary or reasonably considered to be required in any jurisdiction for or in respect of the Acquisition or the proposed acquisition of any shares or other securities in, or control of, Tribal by any member of the Wider Bidco Group having been obtained on terms and in a form reasonably satisfactory to Bidco from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Tribal Group or the Wider Bidco Group has entered into contractual arrangements in each case where the direct consequence of a failure to make such notification or filing or to wait for the expiry, lapse or termination of any such waiting or other time period or to comply with such obligation or obtain such Authorisation would be unlawful in any relevant jurisdiction or have a material adverse effect on the Wider Tribal Group, any member of the Bidco Group or the ability of Bidco to implement the Scheme and all such Authorisations remaining in full force and effect at the time at which the Scheme becomes otherwise unconditional in all respects and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

3.6       no temporary restraining order, preliminary or permanent injunction, preliminary or permanent enjoinment, or other order issued and being in effect by a court or other Third Party which has the effect of making the Acquisition or any acquisition or proposed acquisition of any shares or other securities or control or management of, any member of the Wider Tribal Group by any member of the Wider Bidco Group, or the implementation of either of them, void, voidable, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly prohibiting, preventing, restraining, restricting, delaying or otherwise interfering with the completion or the approval of the Acquisition or any matter arising from the proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider Tribal Group by any member of the Wider Bidco Group;

Confirmation of absence of adverse circumstances

3.7       except as Disclosed, there being no provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Tribal Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject or any event or circumstance which, as a consequence of the Acquisition or the proposed acquisition by any member of the Wider Bidco Group of any shares or other securities in Tribal or because of a change in the control or management of any member of the Wider Tribal Group or otherwise, would or might reasonably be expected to result in, in each case to an extent which is material in the context of the Wider Tribal Group taken as a whole or to the financing of the Acquisition:

3.7.1      any monies borrowed by, or any other indebtedness, actual or contingent of, or any grant available to, any member of the Wider Tribal Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

3.7.2      the rights, liabilities, obligations, interests or business of any member of the Wider Tribal Group or any member of the Wider Bidco Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider Tribal Group or any member of the Wider Bidco Group in or with any other firm or company or body or person (or any agreement or arrangement relating to any such business or interests) being or likely to become terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken or arising thereunder;

3.7.3      any member of the Wider Tribal Group ceasing to be able to carry on business under any name under which it presently carries on business to an extent which is material in the context of the Tribal Group taken as a whole or in the context of the Acquisition;

3.7.4      any assets or interests of, or any asset the use of which is enjoyed by, any member of the Wider Tribal Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider Tribal Group otherwise than in the ordinary course of business;

3.7.5      other than in the ordinary course of business, the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider Tribal Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen), becoming enforceable;

3.7.6      the business, assets, value, financial or trading position, profits, prospects or operational performance of any member of the Wider Tribal Group being prejudiced or adversely affected;

3.7.7      the creation or acceleration of any material liability (actual or contingent) by any member of the Wider Tribal Group other than trade creditors or other liabilities incurred in the ordinary course of business; or

3.7.8      any liability of any member of the Wider Tribal Group to make any severance, termination, bonus or other payment to any of its directors or other officers other than in the ordinary course of business;

No material transactions, claims or changes in the conduct of the business of the Tribal Group

3.8       except as Disclosed, no member of the Wider Tribal Group having since 31 December 2022:

3.8.1      save as between Tribal and its wholly‑owned subsidiaries or between such wholly‑owned subsidiaries and save for the issue or transfer out of treasury or any employee benefit trust of Tribal Shares on the exercise of options or vesting of awards granted in the ordinary course under the Tribal Share Plans, issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Tribal Shares out of treasury;

3.8.2      recommended, declared, paid or made or agreed to recommend, declare, pay or make any bonus issue, dividend or other distribution (whether payable in cash or otherwise) other than to Tribal or one of its wholly‑owned subsidiaries;

3.8.3      save as between Tribal and its wholly‑owned subsidiaries or between such wholly‑owned subsidiaries, merged with (by statutory merger or otherwise) or demerged from or acquired any body corporate, partnership or business or acquired or disposed of, or, other than in the ordinary course of business, transferred, mortgaged or charged or created any security interest over, any assets or any right, title or interest in any asset (including shares and trade investments) or authorised, proposed or announced any intention to do so, in each case to an extent which is material in the context of the Wider Tribal Group taken as a whole;

3.8.4      save as between Tribal and its wholly‑owned subsidiaries or between such wholly‑owned subsidiaries, made, authorised, proposed or announced an intention to propose any change in its loan capital other than in the ordinary course of business and to an extent which is material in the context of the Wider Tribal Group taken as a whole;

3.8.5      issued, authorised or proposed or announced an intention to authorise or propose the issue of, or made any change in or to the terms of, any debentures or (save in the ordinary course of business and save as between Tribal and its wholly‑owned subsidiaries or between such wholly‑owned subsidiaries) incurred or increased any indebtedness or become subject to any contingent liability to an extent which is material in the context of the Wider Tribal Group taken as a whole or in the context of the Acquisition;

3.8.6      entered into, varied, authorised or proposed entry into or variation of, or announced its intention to enter into or vary, any contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) (otherwise than in the ordinary course of business) which is of a long-term, unusual or onerous nature, or which involves or could reasonably be expected to involve an obligation of a nature or magnitude which is or is likely to be materially restrictive on the business of any member of the Wider Tribal Group to an extent which is or is reasonably likely to be material to the Wider Tribal Group taken as a whole;

3.8.7      entered into any licence or other disposal of intellectual property rights of any member of the Wider Tribal Group which are material in the context of the Wider Tribal Group and outside the normal course of business;

3.8.8      entered into, varied, authorised or proposed entry into or variation of, or announced its intention to enter into or vary the terms of or made any offer (which remains open for acceptance) to enter into or vary the terms of, any contract, commitment, arrangement or any service agreement with any director or senior executive of the Wider Tribal Group save for salary increases, bonuses or variations of terms in the ordinary course;

3.8.9      proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme, or other benefit relating to the employment or termination of employment of any employee of the Wider Tribal Group which, taken as a whole, are material in the context of the Wider Tribal Group taken as a whole;

3.8.10    (i) (excluding the trustee of any pension scheme(s) established by a member of the Wider Tribal Group other than Tribal itself) made, agreed or consented to or procured any significant change to: (a) the terms of any existing trust deeds, rules, policy or other governing documents, or entered into or established any new trust deeds, rules, policy or other governing documents, constituting any pension scheme or other retirement or death benefit arrangement established for the directors, former directors, employees or former employees of any entity in the Wider Tribal Group or their dependants and established by a member of the Wider Tribal Group (a "Relevant Pension Plan"); (b) the basis on which benefits accrue, pensions which are payable or the persons entitled to accrue or be paid benefits, under any Relevant Pension Plan; (c) the basis on which the liabilities of any Relevant Pension Plan are funded or valued; (d) the basis or rate of employer contribution to a Relevant Pension Plan, in each case to the extent which is material in the context of the Wider Tribal Group taken as a whole or in the context of the Acquisition and other than as required in accordance with applicable law; or (ii) enter into or propose to enter into one or more bulk annuity contracts in relation to any Relevant Pension Plan; or (iii) carried out any act: (a) which would or could reasonably be expected to lead to the commencement of the winding up of any Relevant Pension Plan; (b) which would or is reasonably likely to create a material debt owed by an employer to any Relevant Pension Plan; (c) which would or might accelerate any obligation on any employer to fund or pay additional contributions to any Relevant Pension Plan; or (d) which would, having regard to the published guidance of the Pensions Regulator give rise directly or indirectly to a liability in respect of a Relevant Pension Plan arising out of the operation of sections 38 and 38A of the Pensions Act 2004 in relation to a Relevant Pension Plan, in each case to the extent which is material in the context of the Wider Tribal Group taken as a whole or in the context of the Acquisition and other than as required in accordance with applicable law;

3.8.11    changed the trustee or trustee directors or other fiduciary of any Relevant Pension Plan other than to replace a vacancy;

3.8.12    entered into, implemented or effected, or authorised, proposed or announced its intention to implement or effect, any joint venture, asset or profit sharing arrangement, partnership, composition, assignment, reconstruction, amalgamation, commitment, scheme or other transaction or arrangement (other than the Scheme) otherwise than in the ordinary course of business which is material in the context of the Wider Tribal Group taken as a whole or in the context of the Acquisition;

3.8.13    purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect of the matters mentioned in sub‑paragraph 3.8.1 above, made any other change to any part of its share capital to an extent which (other than in the case of Tribal) is material in the context of the Wider Tribal Group taken as a whole;

3.8.14    other than with respect to claims between Tribal and its wholly owned subsidiaries (or between such subsidiaries), waived, compromised or settled any claim otherwise than in the ordinary course of business which is material in the context of the Wider Tribal Group taken as a whole or in the context of the Acquisition;

3.8.15    made any alteration to its articles of association or other constitutional documents (in each case, other than in connection with the Scheme) which is material in the context of the Acquisition;

3.8.16    (other than in respect of a member of the Wider Tribal Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding‑up (voluntary or otherwise), dissolution, reorganisation or for the appointment of any administrator, receiver, manager, administrative receiver, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed which is material in the context of the Wider Tribal Group taken as a whole or in the context of the Acquisition;

3.8.17    been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business which is material in the context of the Wider Tribal Group taken as a whole or in the context of the Acquisition;

3.8.18    entered into any contract, commitment, agreement or arrangement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition;

3.8.19    terminated or varied the terms of any agreement or arrangement between any member of the Wider Tribal Group and any other person in a manner which would or might be expected to have a material adverse effect on the financial position of the Wider Tribal Group taken as a whole; or

3.8.20    taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of Tribal Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code;

No material adverse change

3.9       since 31 December 2022, and except as Disclosed, there having been:

3.9.1      no adverse change and no circumstance having arisen which would be expected to result in any adverse change or deterioration in the business, assets, value, financial or trading position, profits, prospects or operational performance of any member of the Wider Tribal Group to an extent which is material to the Wider Tribal Group taken as a whole or to the financing of the Acquisition;

3.9.2      no litigation, arbitration proceedings, prosecution or other legal proceedings including, without limitation, with regard to intellectual property rights used by the Wider Tribal Group having been threatened, announced or instituted by or against or remaining outstanding against any member of the Wider Tribal Group or to which any member of the Wider Tribal Group is or may become a party (whether as claimant or defendant or otherwise) which, in any such case, might reasonably be expected to have a material adverse effect on the Wider Tribal Group taken as a whole, and no enquiry, review, investigation or enforcement proceedings by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Tribal Group having been threatened, announced or instituted by or against, or remaining outstanding in respect of, any member of the Wider Tribal Group which, in any such case, might reasonably be expected to have a material adverse effect on the Wider Tribal Group taken as a whole;

3.9.3      no contingent or other liability having arisen, increased or become apparent which is reasonably likely to adversely affect the business, assets, financial or trading position, profits, prospects or operational performance of any member of the Wider Tribal Group to an extent which is material to the Wider Tribal Group taken as a whole;

3.9.4      no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Tribal Group, which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which is material and reasonably likely to have a material adverse effect on the Wider Tribal Group taken as a whole; and

3.9.5      no member of the Wider Tribal Group having conducted its business in material breach of any applicable laws and regulations which in any case is material in the context of the Wider Tribal Group taken as a whole.

3.10     since 31 December 2022, except as Disclosed, Bidco not having discovered:

3.10.1    that any financial, business or other information concerning the Wider Tribal Group publicly announced or disclosed to any member of the Wider Bidco Group at any time prior to the date of this announcement by or on behalf of any member of the Wider Tribal Group or to any of their advisers is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make that information not misleading and which is, in any case, material in the context of the Wider Tribal Group taken as a whole or in the context of the Acquisition;

3.10.2    that any member of the Wider Tribal Group is subject to any liability, contingent or otherwise and which is material in the context of the Wider Tribal Group taken as a whole; or

3.10.3    any information which affects the import of any information disclosed to Bidco at any time prior to the date of this announcement by or on behalf of any member of the Wider Tribal Group which is material in the context of the Wider Tribal Group taken as a whole;

Environmental liabilities

3.11     except as Disclosed, Bidco not having discovered that, in relation to any release, emission, accumulation, discharge, disposal or other similar circumstance which has impaired or is likely to impair the environment (including property) or harmed or is likely to harm the health of humans, animals or other living organisms or eco‑systems, no past or present member of the Wider Tribal Group, in a manner or to an extent which is material in the context of the Wider Tribal Group, (i) having committed any violation of any applicable laws, statutes, regulations, Authorisations, notices or other requirements of any Third Party giving rise to a material liability; and/or (ii) having incurred any material liability (whether actual or contingent) to any Third Party; and/or (iii) being likely to incur any material liability (whether actual or contingent), or being required, to make good, remediate, repair, re‑instate or clean up the environment (including any property) in each case of (i), (ii) or (iii) which such liability or requirement would be material to the Wider Tribal Group taken as a whole;

Intellectual Property

3.12     except as Disclosed, no circumstance having arisen or event having occurred in relation to any intellectual property owned or used by any member of the Wider Tribal Group which would be reasonably likely to have a material adverse effect on the Wider Tribal Group taken as a whole or is otherwise material and adverse in the context of the Acquisition, including:

3.12.1    any member of the Wider Tribal Group losing its title to any intellectual property material to its business, or any intellectual property owned by the Wider Tribal Group and material to its business being revoked, cancelled or declared invalid;

3.12.2    any claim being asserted in writing or threatened in writing by any person challenging the ownership of any member of the Wider Tribal Group to, or the validity or effectiveness of, any of its intellectual property that is material to the business of the Wider Tribal Group; or

3.12.3    any agreement regarding the use of any intellectual property licensed to or by any member of the Wider Tribal Group that is material to the business of the Wider Tribal Group being terminated or varied;

Anti‑corruption and sanctions

3.13     except as Disclosed, Bidco not having discovered that (to an extent that is material in the context of the Wider Tribal Group taken as a whole):

3.13.1    any past or present member of the Wider Tribal Group or any person that performs or has performed services for or on behalf of any such company is or has at any time engaged in any activity, practice or conduct (or omitted to take any action) in contravention of the UK Bribery Act 2010, the U.S. Foreign Corrupt Practices Act of 1977, as amended or any other applicable anti‑corruption legislation;

3.13.2    any member of the Wider Tribal Group is ineligible to be awarded any contract or business under section 23 of the Public Contracts Regulations 2006 or section 26 of the Utilities Contracts Regulations 2006 (each as amended);

3.13.3    any past or present member of the Wider Tribal Group has engaged in any activity or business with, or made any investments in, or made any payments to any government, entity or individual covered by any of the economic sanctions administered by the United Nations or the European Union (or any of their respective member states) or the United States Office of Foreign Assets Control or any other governmental or supranational body or authority in any jurisdiction;

3.13.4    a member of the Tribal Group has engaged in a transaction which would cause the Bidco Group to be in breach of any law or regulation on completion of the Acquisition, including the economic sanctions administered by the United States Office of Foreign Assets Control or HM Treasury & Customs or any government, entity or individual targeted by any of the economic sanctions of the United Nations, United States or the European Union or any of its member states; or

No criminal property

3.14     except as Disclosed, Bidco not having discovered that any asset of any member of the Wider Tribal Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).

Part B
Further terms of the Acquisition

1.         Subject to the requirements of the Panel, Bidco reserves the right in its sole discretion to waive, in whole or in part, all or any of the Conditions set out in Part A of Appendix 1, except Conditions 1, 2.1(i), 2.2(i), 2.3(i) and 2.4 which cannot be waived. If any of Conditions 2.1(ii), 2.2(ii) or 2.3(ii) is not satisfied by the relevant deadline specified in the relevant Condition, Bidco shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked the relevant Condition, waived the relevant deadlines or agreed with Tribal to extend the relevant deadline. However, if the CMA refers the Acquisition to a Phase 2 investigation and/or the ACCC publishes a Statement of Issues, Tribal intends to invoke the CMA Condition and/or the ACCC Condition unilaterally whether with or without the support of Bidco given Tribal considers the CMA Condition and the ACCC Condition to be material terms of the Acquisition from the perspective of the Tribal Shareholders and, accordingly, Tribal does not intend to implement the Scheme unless both the CMA Condition and the ACCC Condition have been satisfied.

2.         Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of the Conditions in Part A of Appendix 1 above that are capable of waiver by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

3.         Under Rule 13.5(a) of the Takeover Code and subject to paragraph 4 Bidco may only invoke a Condition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn with the consent of the Panel. The Panel will normally only give its consent if the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Acquisition. This will be judged by reference to the facts of each case at the time that the relevant circumstances arise.

4.         Condition 1 (subject to Rule 12 of the Takeover Code), Conditions 2.1(i), 2.2(i), 2.3(i) and 2.4 in Part A of Appendix 1 above, and, if applicable, any acceptance condition if the Acquisition is implemented by means of an Offer, are not subject to Rule 13.5(a) of the Takeover Code.

5.         Any Condition that is subject to Rule 13.5(a) of the Takeover Code may be waived by Bidco.

6.         If the Panel requires Bidco to make an offer or offers for Tribal Shares under the provisions of Rule 9 of the Takeover Code, Bidco may make such alterations to the Conditions as are necessary to comply with the provisions of that Rule.

7.         Bidco reserves the right to elect to implement the Acquisition by way of an Offer as an alternative to the Scheme, subject to the Panel's consent. In such event, such Offer will be implemented on the same terms and conditions so far as applicable, as those which would apply to the Scheme.

8.         The Acquisition will be subject, inter alia, to the Conditions and certain further terms which are set out in this Appendix 1 and to the full terms which will be set out in the Scheme Document and such further terms as may be required to comply with the provisions of the AIM Rules, the provisions of the Takeover Code and the applicable requirements of the Panel and the London Stock Exchange.

9.         Tribal Shares will be acquired by Bidco fully paid and free from all liens, charges, encumbrances and other third party rights of any nature whatsoever and together with all rights attaching to them as at the Effective Date, including the right to receive and retain all dividends and distributions (if any) declared, made or paid after the Acquisition becomes Effective.

10.       If, on or after the date of this announcement and before the Effective Date, any dividend, distribution and/or other return of capital or value is announced, declared, made or paid in respect of the Tribal Shares (other than the Permitted Dividend), Bidco reserves the right to reduce the consideration payable under the terms of the Acquisition for the Tribal Shares by the aggregate amount of all or part of any such dividend, distribution and/or other return of capital or value, in which case any reference in this announcement to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced. In such circumstances, Tribal Shareholders would be entitled to retain any such dividend, distribution and/or return of capital or value. Any exercise by Bidco of its rights referred to in this paragraph 10 shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Acquisition.

11.       The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws or regulatory requirements of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

12.       The Scheme will be governed by English law and be subject to the jurisdiction of the Court, to the Conditions set out above and full terms to be set out in the Scheme Document. The Acquisition will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the AIM Rules and the Registrar of Companies.

13.       Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

Appendix 2
Sources and Bases of Information

In this announcement, unless otherwise stated or the context otherwise requires, the following sources and bases have been used.

1.         The fully diluted issued ordinary share capital of 215,494,199 Tribal Shares is based on:

1.1       212,221,746 Tribal Shares in issue as at 19 September 2023 (being the latest practicable date before this announcement); plus

1.2       3,272,453 Tribal Shares which may be issued on or after the date of this announcement pursuant to the Tribal Share Plans and share awards as at 3 October 2023 (being the latest practicable date before this announcement) and which includes 603,508 options that may be granted to certain executives (including the executive Directors) of Tribal under the Tribal Share Plans after the date of this announcement.

The figure for the fully diluted ordinary share capital stated above does not include 282,353 of unvested options granted pursuant to the Tribal Share Plans as at 3 October 2023 (being the latest practicable date before this announcement) which are not scheduled for vesting until after the Long Stop Date and which therefore, under the terms of the relevant Tribal Share Plans, will lapse if the Scheme has become Effective by the Long Stop Date.

2.         A value of approximately £159,465,707 for the entire issued and to be issued share capital of Tribal is based on:

2.1       an offer price of 74 pence per Tribal Share; and

2.2       Tribal's fully diluted issued ordinary share capital of 215,494,199 Tribal Shares, as set out in paragraph 1 above.

3.         The implied enterprise value for Tribal of £172,345,707 is calculated by reference to the valuation of the Acquisition referenced in paragraph 2 above plus reported net debt of £12,880,000 as at 30 June 2023.

4.         Unless otherwise stated, the financial information of Tribal is extracted (without material adjustment) from the unaudited accounts of the Tribal Group for the 6 months ended 30 June 2023.

5.         The volume-weighted average prices have been derived from Bloomberg data and have been rounded to the nearest whole number.

6.         Certain figures included in this announcement have been subject to rounding adjustments.

Appendix 3
Details of Irrevocable Undertakings and Letters of Intent

1.         Directors

The following Tribal Directors have given irrevocable undertakings to vote in favour of the resolutions (including the Scheme) relating to the Acquisition at the Meetings (or in the event that the Acquisition is implemented by way of an Offer, to accept the Offer) in respect of their own beneficial holdings (or those Tribal Shares over which they have control) of Tribal Shares:

Name	Total Number of Tribal Shares	Percentage of existing issued share capital
Roger McDowell	3,975,726	1.87%
Richard Last	3,095,726	1.46%
Mark Pickett	1,263,727	0.60%
Nigel Halkes	14,285	0.01%
Diane McIntyre	0	0.00%

The irrevocable undertakings referred to in paragraph 1 above cease to be binding on the earlier of the following occurrences (i) this announcement not having been released by 10.00 a.m. (London time) on the date that is one Business Day from the date of the undertaking (or such later date as Bidco and Tribal may agree); (ii) Bidco announces, with the consent of the Panel, that it does not intend to make or proceed with the Acquisition and no new, revised or replacement offer or scheme is announced at the same time; (iii) the Scheme lapses or is withdrawn in accordance with its terms and Bidco has not, by that time, publicly announced its intention to proceed with the Acquisition by way of an Offer; (iv) the Scheme has not become Effective by 11:59 p.m. on the Long Stop Date (or such other time and date as agreed between Bidco and Tribal, with the approval of the Court and/or the Panel, if required (other than in circumstances where Bidco has, prior to such date, elected to exercise its right to proceed by way of an Offer and announced the same in accordance with the requirements of Paragraph 8 of Appendix 7 to the Takeover Code, and such Offer has not lapsed or been withdrawn)); or (v) the date on which any competing offer for the entire issued, and to be issued, share capital of Tribal is declared wholly unconditional or, if proceeding by way of a scheme of arrangement, becomes Effective.

2.         Irrevocable Undertakings from Shareholders

The following shareholders has given an irrevocable undertaking to vote in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings in respect of their own beneficial holding of Tribal Shares:

Name	Total Number of Tribal Shares	Percentage of existing issued share capital
LF Gresham House UK Smaller Companies Fund	4,274,910	2.01%
Strategic Equity Capital plc	5,725,090	2.70%
Oryx International Growth	20,000,000	9.42%
Total	30,000,000	14.14

The irrevocable undertakings given by LF Gresham House UK Smaller Companies Fund and Strategic Equity Capital plc shall lapse and cease to have effect in certain circumstances including (i) on the earlier of the day after the General Meeting and 31 December 2023, (ii) if the Scheme Document is not dispatched within 28 days of the date of this announcement, (iii) if the Scheme lapses or is withdrawn (other than because Bidco has elected to implement the acquisition by way of an Offer) or (iv) if a third party announces an offer or scheme of arrangement to acquire the entire issued share capital of Tribal at a price of not less than 77.7 pence per Tribal Share.

The irrevocable undertakings given by Oryx International Growth shall lapse and cease to have effect in certain circumstances including (i) if the Scheme Document is not dispatched within 28 days of the date of this announcement, (ii) if the Scheme lapses or is withdrawn (other than because Bidco has elected to implement the acquisition by way of an Offer), (iii) if the Scheme has not become Effective on or before the Long Stop Date or (iv) if a third party announces not later than noon on the 40^th day following posting of the Scheme Document, a firm intention to make an offer for the whole of the issued and to be issued share capital of Tribal at a price per Tribal Share of more than 80 pence and Bidco fails to match such price within 10 Business Days.

3.         Letters of Intent from Shareholders

The following shareholders has given a non-binding and revocable letter of intent to vote in favour of the resolutions relating to the Scheme and the Acquisition at the Meetings in respect of their own beneficial holding of Tribal Shares:

Name	Total Number of Tribal Shares	Percentage of existing issued share capital
RWC Asset Management LLP	32,244,765	15.19%
Schroder Investment Management Limited	14,505,471	6.84%
Gresham House Asset Management Ltd	11,145,383	5.25%
Total	57,895,619	27.28%

Appendix 4
Definitions

The following definitions apply throughout this document unless the context otherwise requires:

"2006 Act"	the Companies Act 2006, as amended from time to time
"2022 Tribal Annual Report"	the annual report and audited accounts of the Tribal Group for the year ended 31 December 2022
"ACCC"	the Australian Competition and Consumer Commission
"Acquisition"	the proposed acquisition by Bidco of the entire issued, and to be issued, share capital of Tribal by means of the Scheme, or should Bidco so elect, by means of an Offer and, where the context admits, any subsequent revision, variation, extension or renewal thereof
"AIM"	means the market of that name operated by the London Stock Exchange
"AIM Rules"	means the AIM Rules for Companies published by the London Stock Exchange (as amended from time to time)
"Articles"	the articles of association of Tribal from time to time
"associated undertaking"	shall be construed in accordance with paragraph 19 of Schedule 6 to The Large and Medium sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) but for this purpose ignoring paragraph 19(1)(b) of Schedule 6 to those regulations)
"Authorisations"	authorisations, orders, grants, recognitions, confirmations, consents, licences, clearances, certificates, permissions or approvals, in each case of a Third Party
"Bidco"	Tiger Bidco 1 Ltd, a private limited company incorporated under the laws of England and Wales, with its registered office at Baird House, Seebeck Place, Knowlhill, Milton Keynes, United Kingdom, MK5 8FR, registered with company number 15181027
"Bidco Group"	Bidco and its subsidiary undertakings and where the context permits, each of them
"Blackstone Funds"	means Blackstone Core Equity Partners II L.P., Blackstone Core Equity Partners II (Lux) SCSp and Blackstone Core Equity Partners II - GO L.P.
"BofA Securities"	Merrill Lynch International
"Business Day"	a day, not being a public holiday, Saturday or Sunday, on which clearing banks in London are open for normal business
"certificated" or "certificated form"	in relation to a share or other security, a share or other security title to which is recorded in the relevant register of the share or other security as being held in certificated form (that is, not in CREST)
"Clean Team Protocol"	the clean team protocol dated 26 July 2023 between Ellucian and Tribal, as amended from time to time
"Closing Price"	the closing middle market price of a Tribal Share as derived from the AIM Appendix to the Daily Official List on any particular date
"CMA"	The Competition and Markets Authority of the United Kingdom
"Condition(s)"	each of the conditions listed in Part A of Appendix 1 and any reference to a numbered Condition shall be a reference to the Condition set out in the paragraph of Part A of Appendix 1 bearing such number
"Confidentiality Agreement"	the confidentiality agreement dated 20 July 2023 between Ellucian and Tribal
"Court"	the High Court of Justice in England and Wales
"Court Meeting"	the meeting of Tribal Shareholders to be convened at the direction of the Court pursuant to Part 26 of the 2006 Act at which a resolution will be proposed to approve the Scheme, including any adjournment thereof
"Court Order"	the order of the Court sanctioning the Scheme under Part 26 of the 2006 Act
"CREST"	the relevant system (as defined in the Regulations) in respect of which Euroclear is the operator (as defined in CREST)
"Daily Official List"	the daily official list of the London Stock Exchange
"Dealing Disclosure"	an announcement by a party to an offer or a person acting in concert as required by Rule 8 of the Takeover Code
"Disclosed"	the information disclosed by or on behalf of Tribal: (i) in the 2022 Tribal Annual Report; (ii) in the Half Year Results for the six months ended 30 June 2023; (iii) in this announcement; (iv) in any other announcement to a Regulatory Information Service prior to the publication of this announcement; (v) fairly disclosed in writing (including via the virtual data room operated by or on behalf of Tribal in respect of the Acquisition) or orally in meetings and calls by Tribal management prior to the date of this announcement to Bidco or Bidco's officers' employees, agents or advisers (in their capacity as such)
"Disclosure Guidance and Transparency Rules"	the Disclosure Guidance and Transparency Rules sourcebook issued by the FCA
"EA 2002"	The Enterprise Act 2002
"Effective"	in the context of the Acquisition: (i) if the Acquisition is implemented by way of the Scheme, the Scheme having become effective pursuant to its terms; or (ii) if the Acquisition is implemented by way of the Offer, the Offer having been declared or having become unconditional in all respects in accordance with the requirements of the Takeover Code
"Effective Date"	the date on which the Acquisition becomes Effective
"Ellucian"	Ellucian Company L.P.
"Euroclear"	Euroclear UK & Ireland Limited
"FCA"	the Financial Conduct Authority or its successor from time to time
"FCA Handbook"	the FCA's Handbook of rules and guidance as amended from time to time
"General Meeting"	general meeting of Tribal Shareholders to be convened to consider and if thought fit pass, inter alia, the Resolutions in relation to the Scheme including any adjournments thereof
"Investec"	Investec Bank plc
"London Stock Exchange"	the London Stock Exchange plc or its successor
"Long Stop Date"	5 April 2024 or such later date as may be agreed between Bidco and Tribal and, if required, the Panel and the Court may allow
"Meetings"	the Court Meeting and the General Meeting
"NSI Act"	National Security and Investment Act 2021
"Offer"	subject to the consent of the Panel, should the Acquisition be implemented by way of a takeover offer as defined in Chapter 3 of Part 28 of the 2006 Act, the offer to be made by or on behalf of Bidco to acquire the entire issued, and to be issued, share capital of Tribal, and, where the context admits, any subsequent revision, variation, extension or renewal of such offer
"Opening Position Disclosure"	an announcement pursuant to Rule 8 of the Takeover Code containing details of interests or short positions in, or rights to subscribe for, any relevant securities of a party to the Acquisition
"Original Confidentiality Agreement"	the confidentiality agreement dated 17 April 2023 between Ellucian and Tribal
"Overseas Shareholders"	holders of Scheme Shares who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom
"Panel"	the Panel on Takeovers and Mergers
"Permitted Dividend"	means a one-off dividend of up to 0.65 pence per Tribal Share that Ellucian and Tribal have agreed that Tribal shall be entitled to announce, declare and pay to Tribal Shareholders with no reduction in the consideration payable under the terms of the Acquisition (if the Acquisition does not become Effective on or before 31 December 2023)
"Phase 2 CMA Reference"	A reference pursuant to Section 22 or 33 of the EA 2002 of the Acquisition to the chair of the CMA for a constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013
"PRA"	Prudential Regulation Authority or its successor from time to time
"Registrar of Companies"	the Registrar of Companies in England and Wales
"Regulatory Authority"	any central bank, ministry, governmental, quasigovernmental (including the European Union), supranational, statutory, regulatory or investigative body or authority (including any national or supranational antitrust or merger control authority, any sectoral ministry or regulator and any foreign investment review body), national, state, municipal or local government (including any subdivision, court, administrative agency or commission or other authority thereof), any entity owned or controlled by them, any private body exercising any regulatory, taxing, importing or other authority, trade agency, association, institution or professional or environmental body in any jurisdiction
"Regulatory Information Service"	a regulatory information service as defined in the FCA Handbook
"relevant securities"	as the context requires, Tribal Shares, other Tribal share capital and any securities convertible into or exchangeable for, and rights to subscribe for, any of the foregoing
"Resolutions"	the resolution(s) to be proposed at the General Meeting necessary to implement the Scheme, including, amongst other things, a special resolution proposed in connection with, inter alia, implementation of the Scheme and certain amendments to be made to the articles of association of Tribal
"Restricted Jurisdiction(s)"	any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the offer is sent or made available to Tribal Shareholders in that jurisdiction
"Sanction Hearing"	the Court hearing to sanction the Scheme
"Scheme"	the proposed scheme of arrangement under Part 26 of the 2006 Act between Tribal and the holders of the Scheme Shares, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by Tribal and Bidco
"Scheme Conditions"	means the Conditions 2.1, 2.2, 2.3 and 2.4
"Scheme Document"	the document to be sent to Tribal Shareholders and persons with information rights containing, amongst other things, the Scheme and notices of the Meetings and proxy forms in respect of the Meetings
"Scheme Record Time"	the time and date to be specified in the Scheme Document, expected to be 6.00 p.m. on the Business Day immediately following the date of the Sanction Hearing
"Scheme Shares"	all Tribal Shares: (i) in issue at the date of the Scheme Document; (ii) (if any) issued after the date of the Scheme Document but before the Voting Record Time; and (iii) (if any) issued at or after the Voting Record Time and before the Scheme Record Time in respect of which the original or any subsequent holders thereof are, or shall have agreed in writing to be, bound by the Scheme
"Secretary of State"	the Secretary of State for Business, Energy and Industrial Strategy
"Statement of Issues"	a Statement of Issues pursuant to section 50 of the Australian Competition and Consumer Act 2010 (Cth)
"subsidiary", "subsidiary undertaking" and "undertaking"	shall be construed in accordance with the 2006 Act
"Takeover Code"	the City Code on Takeovers and Mergers issued by the Panel, as amended from time to time
"Tribal"	Tribal Group plc
"Tribal Defined Benefit Pension Schemes"	means the defined benefit scheme relating to the Prudential Platinum Pension Fund and the defined benefit scheme relating to the Mercer DB Master Trust
"Tribal Directors"	the directors of Tribal
"Tribal Group"	Tribal and its subsidiary undertakings and where the context permits, each of them
"Tribal Share Plans"	the Tribal Long Term Incentive Plan 2018, Schedule 4 Company Share Option Plan 2017 to the Long Term Incentive Plan 2010, the Savings Related Share Option Scheme 2019, and the Tribal Share Incentive Plan
"Tribal Shareholder(s)"	holders of Tribal Shares
"Tribal Share(s)"	the existing unconditionally allotted or issued and fully paid ordinary shares of 5p each in the capital of Tribal and any further shares which are unconditionally allotted or issued before the Scheme becomes Effective and "Tribal Share" means any one of them
"UK" or "United Kingdom"	means United Kingdom of Great Britain and Northern Ireland
"uncertificated" or "in uncertificated form"	a share or other security title to which is recorded in the relevant register of the share or security as being held in uncertificated form, in CREST, and title to which, by virtue of the Regulations may be transferred by means of CREST
"Vista Funds"	means Vista Equity Partners Perennial, L.P., Vista Equity Partners Perennial A, L.P. and Vista Equity Partners Perennial Equity, L.P.
"Voting Record Time"	the time and date to be specified in the Scheme Document by reference to which entitlement to vote on the Scheme will be determined
"Wider Bidco Group"	Bidco Group and associated undertakings and any other body corporate, partnership, joint venture or person in which Bidco and such undertakings (aggregating their interests) have an interest of more than 30 per cent. of the voting or equity capital or the equivalent
"Wider Tribal Group"	Tribal and associated undertakings and any other body corporate, partnership, joint venture or person in which Tribal and such undertakings (aggregating their interests) have an interest of more than 30 per cent. of the voting or equity capital or the equivalent (excluding, for the avoidance of doubt, Bidco and all of its associated undertakings which are not members of the Tribal Group)

References to an enactment include references to that enactment as amended, replaced, consolidated or re-enacted by or under any other enactment before or after the date of this announcement.

All references to "pounds", "pounds Sterling", "Sterling", "GBP", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.

All times referred to are London time unless otherwise stated.

A reference to "includes" shall mean "includes without limitation", and references to "including" and any other similar term shall be construed accordingly.

 

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